Volato’s Alignment Engine signs $1.17B take-or-pay AMD GPU orders with large AI customer

Volato Group said Monday its Alignment Engine subsidiary entered two four-year take-or-pay orders totaling $1.17 billion with a large AI customer for dedicated next-generation AMD GPU infrastructure at its Ohio campus, including about $133 million in contractual prepayments.

Take-or-pay means the customer pays for reserved chips whether it uses them all or not, and this is a $1.17 billion order of that kind, with about $133 million paid ahead, so the campus is tied to a signed commitment instead of to short-term chip demand. The clusters are reserved for one customer, which is the offer against the giant clouds that sell shared space.

On Monday, 28 September 2026, Volato Group, Inc., which trades on the NYSE American as SOAR, announced that its Alignment Engine subsidiary entered two four-year take-or-pay orders with a large AI customer. Together the orders are $1.17 billion in contract value. Volato said this is Alignment Engine’s first major customer commitment for its AI infrastructure platform. Take-or-pay means the customer pays for the reserved capacity over the term, whether or not it uses every chip. Those lines are in the press release Volato attached to a Form 8-K, the current report it filed with the Securities and Exchange Commission the same day. The release is datelined North Canton, Ohio.

The orders are for a phased build of dedicated AMD GPU clusters at Alignment Engine’s AI infrastructure campus in Ohio. A GPU is the chip that does the heavy math for an AI model. Dedicated and single-tenant, in Volato’s words, means the clusters are for this customer, not a pool shared with other buyers. Volato said the commercial model is long-term contracted capacity, rather than short-term or spot-market demand. Spot market, here, means capacity bought for a short stretch when it is available, instead of reserved for years. Those lines are the release’s.

The first deployment uses AMD MI355X GPUs. The contractual start date is 31 December 2026. The second uses AMD MI455X GPUs. The contractual start date is 30 June 2027. The Form 8-K states that each of those two initial orders runs for 48 months. The release calls the same orders four-year orders. Forty-eight months is four years. Those chip names, dates, and terms are Volato’s.

The customer has committed to approximately $133 million in contractual prepayments. Approximately $40 million of that is due after the initial order is executed. The rest of the prepayments are staged, on dates and equipment-shipment milestones the agreements set. The remaining contract value is payable over the four-year terms, take-or-pay, subject to the agreements. A prepayment is cash paid before the full term has been served. Those prepayment figures are in the release. The Form 8-K states the two initial orders at approximately $1.17 billion. It does not restate the prepayment amounts.

Chris Ensey, Volato’s chief executive, said: “This is a transformational commercial milestone for Alignment Engine and an important opportunity to build a long-term relationship with a large AI customer.” He said he believes the next phase of AI will be defined not only by larger models, but by greater choice across models, hardware, and where the work runs, and that dedicated infrastructure will matter more as companies focus on performance, cost, and data sovereignty. Data sovereignty, in that sentence, means keeping control of where the data sits. The quotation and that belief are his, in the release.

Mark Heinen, the chief financial officer, said: “For us, the significance goes beyond the $1.2 billion in aggregate contract value.” The release states the two orders at $1.17 billion. The Form 8-K says approximately $1.17 billion. Heinen’s sentence says $1.2 billion. He said the orders show a model where the company can build infrastructure against long-term contracted demand and meaningful customer cash commitments, and that matching that demand to the capital it spends is fundamental to how Volato intends to grow the business. Those sentences are his, in the release. He signed the Form 8-K, as chief financial officer, on 28 September 2026.

The customer is not named. The press release calls the buyer “a large AI customer.” The Form 8-K calls the buyer “a customer.” Neither document prints a company name.

The Form 8-K’s date of earliest event is 22 September 2026. Under Item 1.01, the form says that on that date the Alignment Engine subsidiary, which the form also shortens to Aligned, entered a master services agreement with the customer. Under that agreement, Alignment Engine will provide dedicated, single-tenant GPU clusters and access to its platform and related services. The public announcement is the press release dated 28 September 2026. EDGAR, the SEC’s public filing system, shows this Form 8-K accepted at 8:05 a.m. Eastern that Monday. The filing states the 22 September date. It does not state a clock for when the agreement was signed.

The two orders are the initial orders under that master agreement. The Form 8-K says their aggregate contractual value is approximately $1.17 billion, and that further orders may be placed by the customer, or by Alignment Engine for the customer if the customer gives express written authorization. Unless it ends sooner, the agreement lasts as long as any order is still in effect. Either side may end the agreement or an order for a material breach that is not fixed, after written notice and 30 days to cure it. Either side may end it immediately on certain bankruptcy or insolvency events. The form also lists ordinary terms on confidentiality, data security, intellectual property, limits on liability, and indemnification, a promise to cover certain losses. The release adds that the orders and the master agreement include delivery, acceptance, service-level, and performance requirements, and that they are subject to their terms. Those lines are the filing’s.

Volato said the customer deployments are expected to anchor the first phases of the planned Ohio campus, and that the contracted infrastructure will be dedicated to this customer. The release says Alignment Engine is developing the campus to support AI workloads through one setup that combines power, cooling, next-generation GPU computers, and high-performance networking. The company said it intends to use these first deployments as the start of more customer capacity at the campus as the platform grows. Those lines are the release’s. They describe a plan. They are not a report that the chips are already installed and running.

In the same release, Volato describes itself as an AI infrastructure and software company. It says Alignment Engine is developing a powered industrial campus in Ohio into an AI compute facility, and that Alignment Engine is headquartered in Ohio. The same about box says Volato also builds software for aviation businesses, on a platform it calls Parslee, and operates Vaunt, a private-aviation membership service. Those lines are the company’s description of itself. They are separate from the GPU order totals.

In plain terms, a Volato subsidiary has two orders for AMD GPU clusters in Ohio, reserved for one customer the filings do not name. The first cluster’s contractual start is the end of 2026. The second’s is the middle of 2027. The contract value on the two orders is $1.17 billion over four years, with about $133 million in prepayments. The SEC form says the master agreement was entered on 22 September. The public announcement is Monday, 28 September.

The picture is a desk card of those contract figures. It names Alignment Engine, $1.17 billion, take-or-pay, AMD MI355X with a start of 31 December 2026, AMD MI455X with a start of 30 June 2027, about $133 million in prepayments, and dedicated clusters at the Ohio campus. It is a graphic of the figures in Exhibit 99.1. It is not a photograph of the campus.