Volato Group, Inc. (NYSE American: SOAR) carries approximately 1.73 billion shares of pending supply sitting behind a tradeable float of just 49.8 million — a ratio of roughly 35 to 1. That overhang, almost entirely a product of the company's September 11 reverse merger with Alignment Engine Inc., earns the stock a dilution risk grade of 9 out of 10.
Where the overhang lives
The dominant instrument is the convertible preferred stock issued at the Alignment Engine closing: 79,078 Series A and 316,312 Series A-1 shares, each carrying a $641.53 stated value and convertible at $0.1537 per common share. The arithmetic produces approximately 1.65 billion common shares — about 33 times the current float. To put that in scale terms, the preferred conversion alone would dwarf the present 53.6 million shares outstanding by a factor of 31.
Conversion is not available today. Three gates must open first: NYSE American listing approval for the combined company, stockholder approval of the conversion itself, and an increase in authorized shares from the current 200 million to accommodate 1.65 billion new shares. But the gates are designed to open. The Aligned group now controls five of six board seats and holds the voting Series A preferred. The merger agreement requires the company to hold a stockholder meeting at least every four months until the approvals are obtained.
The variable-rate note that bought a waiver
On the same day the merger closed, Volato issued a $7.5 million convertible note to JAK Opportunities IX, LLC — not for cash, but purely as consideration for JAK's waiver of rights under an existing securities purchase agreement. The merger agreement had called for that agreement to be terminated; instead, the company kept it alive and added debt.
JAK's four prior tranches under the same facility were VWAP-linked — meaning the conversion price floats with the stock's volume-weighted average price, issuing more shares as the price falls. Those tranches converted $11.2 million of face value into 15.9 million shares. At an assumed $0.15 effective conversion price, the new $7.5 million note alone implies roughly 50 million shares, which exceeds the entire current float from a single instrument. An additional $17.3 million of undrawn facility capacity remains available.
A share count that has already moved
The structural picture is not hypothetical dilution layered onto a stable base. Shares outstanding grew from 5.6 million to 53.6 million over the twelve months through August 3, 2026 — an 856% increase, and this is after a 1-for-25 reverse split in February 2025. Drivers include a 12.2-million-share ATM program — an at-the-market facility, where shares are sold directly into the open market at prevailing prices — drained 97% in roughly one month, an 11-million-share registered direct offering, a 6.5-million-share PIPE, and 11.8 million shares issued on debt conversions.
The March 2027 convergence
Several structural timers expire in a narrow window. The 180-day lock-up on the Aligned group's conversion shares lifts around March 10, 2027. A nine-month prohibition on new variable-rate transactions — including ATMs and equity lines of credit — lapses around March 7. And the first stockholder meeting to vote on the preferred conversion and authorized-share increase is contractually required by approximately January 11, 2027. If all three unlock in sequence, the company moves from a 49.8-million-share float to a structure where over 1.67 billion additional shares become eligible to trade.
The company's 2025 Stock Incentive Plan also contains an evergreen provision — an automatic annual increase to the share reserve equal to 5% of shares outstanding each January 1, requiring no further shareholder vote. Applied to a post-conversion share base exceeding one billion, that single clause would create tens of millions of new plan shares annually.