Volato Group, Inc. (NYSE American: SOAR), which is rebranding as SOAR AI, Inc., has entered into a common stock purchase agreement with an institutional investor for an equity facility of up to $1 billion, according to a press release.

The company retains full control over whether and when to draw from the facility, with no minimum draw requirement and no obligation to sell any shares. Each sale is capped at 10% of average daily trading volume, with combined daily sales limited to $6 million. The investor is prohibited from short selling or hedging the company's common stock during the term of the agreement.

Without stockholder approval, total share issuances under the facility are limited to 19.99% of shares outstanding at signing, per NYSE American rules. No sales may begin until a resale registration statement is declared effective by the U.S. Securities and Exchange Commission. Full terms were filed in a Current Report on Form 8-K with the SEC on October 9, 2026.

The company said proceeds are intended to support development of its Ohio AI infrastructure campus, which currently has 154 megawatts of power available with a roadmap to 480 MW, as well as additional sites under exploration in the United States and internationally.

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 $1.17 billion in aggregate contract value. The orders include approximately $133 million in contractual customer prepayments and call for dedicated AMD GPU clusters, with start dates of December 31, 2026 and June 30, 2027.

"The terms were structured to minimize market impact in the event we draw on the facility," said Mark Heinen, Chief Financial Officer of SOAR AI. "We control the timing and size of every draw, sales are capped by trading volume, and the investor cannot short our stock."

The company's corporate name change to SOAR AI, Inc. is expected to take effect on October 19, 2026, subject to regulatory and stock exchange requirements.