SOAR AI, Inc.
For the period ended Nov 4, 2026. Filed Nov 4, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 4, 2026 · Filed Nov 4, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
SOAR AI, Inc.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
8050 Freedom Ave NW
North Canton, OH 44720
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of SOAR AI, Inc. (the “Company”). The virtual-only meeting will be held on December 9, 2026, at 9:00 a.m. Eastern Time via live webcast, providing stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions.
| Time | 9:00 a.m. Eastern Time |
|---|---|
| Date | December 9, 2026 |
| Place | The Annual Meeting will be conducted virtually via live webcast. You will be able to attend the Annual Meeting by visiting https://edge.media-server.com/mmc/go/soar2026agm, and you can view the proxy materials and vote online at http://www.iproxydirect.com/soar. |
| Purpose | The Annual Meeting is being held for the following purposes: |
| 1. | To elect Michael Nichols and David Allen to serve as Class III directors until the Company’s 2029 annual meeting of stockholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. |
| 2. | To ratify the appointment of TAAD, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| 3. | To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, which will increase the number of authorized shares of our Class A common stock from 200,000,000 to 500,000,000. A copy of the proposed authorized shares amendment is attached to this proxy statement as Annex A. |
| 4. | To approve, for the purpose of complying with the NYSE American LLC Company Guide Section 713(a)(ii), the issuance of 20% or more of the Company’s issued and outstanding shares of Class A common stock pursuant to a Common Stock Purchase Agreement, dated October 8, 2026, with a certain institutional investor, including upon conversion of the preferred stock issued thereunder. |
| 5. | To approve a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the proposals presented at the meeting. |
| 6. | To transact any other business that may properly come before the meeting or any postponements or adjournments of the meeting. |
| Record Date | Holders of record of our Class A common stock as of the close of business on October 19, 2026 are entitled to receive notice of, attend, and vote at the Annual Meeting and any postponement or adjournment of the Annual Meeting. |
|---|---|
| Meeting Admissions | All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. |
| Voting by Proxy | If you are a stockholder of record, you may vote via the internet, by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. |
The accompanying proxy statement, which we encourage you to read carefully and in its entirety, more fully describes the details of the business to be conducted at the Annual Meeting. Stockholders will receive a printed set of the proxy materials by mail, or an electronic set of materials by email, and will have the ability to access the proxy materials athttp://www.iproxydirect.com/soar.
**Your vote is very important. Please vote whether or not you plan to attend the Annual Meeting.**Your promptness in voting will assist us in ensuring that a quorum is present or represented. If you have received a paper copy of our proxy materials, please mark, date, sign and return the enclosed proxy card in the accompanying reply envelope to ensure receipt by our tabulator. You may also vote online or by phone by following the instructions contained in the accompanying proxy statement.
Sincerely,
/s/ Christopher Ensey
Christopher Ensey
Chief Executive Officer
North Canton, OH
November 4, 2026
Table of Contents
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 |
|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS | 5 |
| PROPOSAL 2: AUDITOR RATIFICATION | 6 |
| PROPOSAL 3: AUTHORIZED SHARES INCREASE | 8 |
| PROPOSAL 4: SHARE ISSUANCE | 10 |
| PROPOSAL 5: ADJOURNMENT | 14 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 15 |
| REPORT OF THE AUDIT COMMITTEE | 22 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 34 |
| STOCKHOLDER PROPOSALS | 37 |
| WHERE YOU CAN FIND MORE INFORMATION | 37 |
| IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS | 38 |
| OTHER BUSINESS | 38 |
| ANNEX A – FORM OF CERTIFICATE OF AMENDMENT | A-1 |
| ANNEX B – FORM OF PROXY CARD | B-1 |
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY ON DECEMBER 9, 2026
AT 9:00 A.M. EASTERN TIME
This proxy statement is furnished in connection with the solicitation of your proxy on behalf of the board of directors (the “Board”) of SOAR AI, Inc. (formerly known as Volato Group, Inc.), a Delaware corporation (the “Company”), in connection with the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually via live webcast, on December 9, 2026, at 9:00 a.m. Eastern Time, and at any adjournment or postponement of the Annual Meeting. We previously operated under the name Volato Group, Inc. and changed our corporate name to SOAR AI, Inc. effective October 19, 2026. You will be able to attend the Annual Meeting virtually by visitinghttps://edge.media-server.com/mmc/go/soar2026agm. Our Board has fixed the close of business on October 19, 2026, as the record date (the “Record Date”) for determining stockholders entitled to notice of, and entitled to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.