Volato Group, Inc. (NYSE American: SOAR), which is in the process of rebranding as SOAR AI, Inc., announced on October 12, 2026, that it has entered into a common stock purchase agreement with an institutional investor for an equity facility of up to USD 1 billion.

The North Canton, Ohio-based company, now doing business as SOAR AI, may sell shares to the Investor from time to time at its sole discretion and has no obligation to sell any shares or to use the facility at all.

Company-Controlled Facility for AI Infrastructure Development

The company characterized the arrangement as a company-controlled facility designed to support its Ohio AI infrastructure campus and additional powered industrial sites the company is actively exploring in the United States and internationally.

Proceeds are expected to support the development and expansion of the Ohio campus as well as the development of additional AI infrastructure locations.

Full terms of the facility were included as exhibits to a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 9, 2026.

Funding a Multi-Site Growth Plan

The facility is sized to support the company's growth plan, which begins with its Ohio AI infrastructure campus. That campus has 154 MW of power available today and a roadmap to 480 MW.

Beyond Ohio, the plan extends to additional brownfield and similar industrial sites the company is actively exploring in the United States and internationally. The announcement comes on the heels of a significant commercial milestone.

In September 2026, the company entered into a master services agreement and two four-year take-or-pay orders with a large AI customer representing USD 1.17 billion in aggregate contract value.

Those orders provide for approximately USD 133 million in contractual customer prepayments and call for dedicated, single-tenant AMD GPU clusters, with contractual start dates of December 31, 2026, and June 30, 2027. The company is in active discussions with additional prospective customers for its available and planned capacity.

According to the announcement, meeting that potential demand at scale requires capital ahead of revenue for power, cooling, data center infrastructure, and GPU compute.

The company's development model reuses existing industrial sites and electrical infrastructure where practical, rather than building from the ground up. The Ohio campus is the first of these sites.

The company intends to apply the same model of dedicated, customer-controlled AI infrastructure at each of the additional brownfield and similar industrial locations it is exploring.

Structured for Flexibility and Disciplined Use

The company emphasized that the facility is a maximum, not a commitment to issue shares, and detailed several key terms. The company decides whether, when, and how much to sell, with no minimum draw.

It may terminate the agreement without penalty on one trading day's notice, provided no put notice is pending. Each sale is limited to 10% of average daily trading volume, with combined daily sales capped at USD 6 million.

Subsequent day sales are spaced at least two trading days apart and are not permitted when the prior day's volume-weighted average price was the lowest of the preceding ten trading days. The Investor has agreed not to sell short or hedge the company's common stock for the term of the agreement.

Ownership and issuance caps also apply: the Investor may not own more than 4.99% of the outstanding common stock at any time, and without stockholder approval, total issuances under the facility are limited to 19.99% of the shares outstanding on the signing date, as required by NYSE American rules.

Additionally, no sales may begin until a resale registration statement covering the shares is filed with and declared effective by the U.S. Securities and Exchange Commission.

Management Commentary

Chief Executive Officer Chris Ensey pointed to the company's contracted order book and power capacity in explaining the size of the facility. "We have approximately USD 1.2 billion of contracted customer orders, an Ohio campus with 154 MW of power available today and a roadmap to 480 MW, and additional sites under active exploration," Ensey said.

"The opportunity in front of us is measured in hundreds of megawatts across multiple sites. This facility is sized to support that opportunity, and it gives us the flexibility to fund growth on our timeline as we bring contracted capacity online."

Chief Financial Officer Mark Heinen focused on the market-impact protections built into the agreement. "The terms were structured to minimize market impact in the event we draw on the facility," Heinen said.

"We control the timing and size of every draw, sales are capped by trading volume, and the investor cannot short our stock. We intend to use the facility as our growth requires, alongside customer prepayments, project-level financing, and other sources of capital."

About the Company

Volato Group, Inc., which trades on NYSE American under the ticker SOAR, describes itself as an AI infrastructure and software company focused on the development and operation of AI infrastructure and AI-powered software solutions.

The company is constructing an AI infrastructure campus in Ohio that combines data center infrastructure, high-density GPU compute, high-performance networking, and related technology to support AI, machine learning, and high-performance computing workloads.

The company also develops AI-powered operational systems for aviation businesses through its Aviation AI platform and operates Vaunt, a technology-enabled private aviation membership platform. The name SOAR stands for Sovereign AI Resources.

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