8-K: Altair International Corp. Acquires Premier Air Charter in Reverse Triangular Merger

Altair International Corp. has completed a reverse triangular merger with Premier Air Charter, issuing 85% of its common stock in exchange for all outstanding shares of Premier, resulting in a change of control.

Summary

• Altair International Corp. (ATAO) has entered into a definitive agreement to merge with Premier Air Charter, Inc.
• Under the terms of the agreement, Altair will exchange 85% of its common stock for all of Premier's outstanding shares.
• The merger was structured as a reverse triangular merger, with a subsidiary of Altair merging into Premier, and Premier surviving as a wholly-owned subsidiary of Altair.
• The merger closed on March 11, 2025, with Altair issuing 237,871,049 shares of common stock to TIPP Aviation, LLC, the sole shareholder of Premier.
• The officers and directors of Premier will become the officers and directors of Altair following the merger.
• The company's fiscal year end has been changed from March 31st to December 31st.
• The former independent accountant of Altair, Fruci & Associates II, PLLC, has been dismissed, and Macias Gini & O'Connell LLP has been appointed as the new independent registered public accounting firm.
• Leonard Lovallo resigned as an executive officer and director of Altair, and Sandra J. DiCocco was appointed as Chairman of the Board and CEO, with Ross David Gourdie appointed as President, Secretary, and Treasurer.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the merger provides Altair with a new business segment and experienced management, it also results in a significant change in control and the need to integrate a new acquisition. The change in auditors and previous concerns about the company's ability to continue as a going concern also temper enthusiasm.

Positives

• The merger allows Altair to enter the luxury aviation market through Premier Air Charter.
• Premier Air Charter has a proven track record of revenue growth, increasing from $1 million to $20 million annually.
• The new management team brings extensive experience in aviation, finance, and corporate governance.
• The merger is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code.

Negatives

• The merger results in a significant change in control, with the former shareholders of Premier owning approximately 85% of Altair's issued and outstanding common stock.
• The company has changed its independent accountant.
• The company's previous auditor expressed substantial doubt about the company's ability to continue as a going concern in their audit report for the years ended March 31, 2024 and 2023.

Risks

• The integration of Premier Air Charter into Altair's existing operations may present challenges.
• The company's reliance on the expertise of the new management team could be a risk if key personnel leave.
• The company's ability to maintain its listing on the OTCQB may be affected by the merger.
• The company will need to file a transition report on Form 10-K including financials statement for years end December 31, 2023 and December 31, 2024.

Future Outlook

The company expects the merger to create synergies and growth opportunities in the luxury aviation market. The company will file a transition report on Form 10-K including financials statement for years end December 31, 2023 and December 31, 2024.

Industry Context

The acquisition reflects a trend of consolidation in the aviation industry, with companies seeking to expand their service offerings and geographic reach. Premier Air Charter operates in the luxury aviation segment, which caters to high-net-worth individuals and corporate clients.

Comparison to Industry Standards

• It is difficult to compare Altair's acquisition of Premier Air Charter to industry standards without more detailed financial information about Premier's profitability, growth rate, and market share.
• However, similar acquisitions in the aviation industry typically involve a valuation based on a multiple of revenue or EBITDA.
• For example, if Premier's $20 million in annual revenue is valued at a multiple of 1x revenue, the acquisition price would be $20 million.
• Comparable companies in the aviation charter market include NetJets, Flexjet, and Wheels Up.
• These companies typically offer a range of services, including private jet charters, fractional ownership, and jet cards.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders will experience a significant dilution of their ownership as a result of the issuance of new shares to Premier's shareholders.
• Employees of both Altair and Premier may experience changes in their roles and responsibilities as a result of the merger.
• Customers of Premier Air Charter can expect continued service under the new ownership.
• Suppliers of both companies may see changes in their relationships as the merged entity streamlines its operations.
• Creditors of Altair may be affected by the change in control and the company's new business strategy.

Next Steps

• File audited financial statements of Premier Air Charter, Inc. for the years ended December 31, 2023 and 2024 (to be filed by amendment).
• File Unaudited Pro Forma Condensed Consolidated Financial Statements (to be filed by amendment).
• The Company will file a transition report on Form 10-K including financials statement for years end December 31, 2023 and December 31, 2024.

Key Dates