8-K/A: Altair International Corp. Amends 8-K to Include Audited Financials of Premier Air Charter Following Merger

Altair International Corp. files an amendment to its previous 8-K report to include audited financial statements of Premier Air Charter, Inc. after completing the merger agreement.

Summary

• Altair International Corp. filed an amendment to its previous 8-K report to include audited financial statements of Premier Air Charter, Inc. for the years ended December 31, 2023 and 2024, and unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024.
• The amendment relates to the merger consummated on March 11, 2025, where Premier Air Charter Merger Sub, Inc. merged with and into Premier, with Premier surviving as a wholly-owned subsidiary of Altair.
• The merger agreement, dated February 16, 2024, involved Altair exchanging 85% of its shares for all outstanding shares of Premier common stock.
• The audited financial statements of Premier Air Charter, Inc. and the unaudited pro forma financial statements are included as exhibits to the amended 8-K filing.
• The merger was accounted for as a reverse recapitalization, with Premier being the accounting predecessor.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the significant net loss, auditor's going concern warning, and reliance on related party transactions. While revenue increased slightly, the overall financial health raises concerns.

Positives

• Revenue increased slightly from $20,184,074 in 2023 to $20,751,139 in 2024.

Negatives

• Premier experienced a significant net loss of $(2,191,235) in 2024, compared to a loss of $(144,823) in 2023.
• The company's auditors have raised substantial doubt about the company's ability to continue as a going concern.
• The company has significant related party transactions, which could affect its financial position.
• The company has a negative working capital as of December 31, 2024.
• The pro forma unaudited net loss for the combined company as of December 31, 2024 is $(2,578,798).

Risks

• The auditor's report expresses substantial doubt about the company's ability to continue as a going concern.
• The company is dependent on support from related parties, which may not be sustainable.
• The company faces potential penalties from a Federal Aviation Administration investigation.
• The company is involved in legal proceedings, which could have an adverse impact.
• The company's ability to raise additional capital may be adversely impacted by potential worsening global economic conditions.

Future Outlook

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company's consolidated results of operations or financial position that the Company would have reported had the Company's acquisition been completed as of the dates presented and should not be taken as a representation of the Company's future consolidated results of operation or financial position.

Industry Context

The private charter flight industry is competitive and sensitive to economic conditions. The merger aims to create synergies and expand Altair's presence in this market.

Comparison to Industry Standards

• Without specific competitor data, it's difficult to benchmark Premier's performance against industry standards.
• However, the significant net loss in 2024 warrants further investigation compared to peers in the private aviation sector.
• Key competitors in the private air charter market include NetJets, Flexjet, and Wheels Up. Comparing Premier's financial metrics to these companies would provide valuable insights.

Legal Proceedings

• Demeter Harvest Corp. and Premier filed a lawsuit against Empyreal Jet, Inc. claiming Breach of Contract, Promissory Estoppel seeking damages over $200,000 but no more than $1,000,000.
• A former employee filed a lawsuit against Premier and Innoworks Employment Services, Inc. claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief.
• The company received a notice of investigation from the Federal Aviation Administration due to a safety complaint from a former employee.

Related Party Transactions

• The company engages in significant related party transactions with businesses controlled by, and with people who are related to, the officers and directors of the Company, such as pass-through costs, aircraft maintenance revenue, aircraft management fees, charter sales, debt from/to related parties and aircraft leases.
• In May 2024, Demeter signed an Aircraft Asset Rights Transfer Agreement to include Right of Usage of aircraft tail numbers: N614AF, N207JB, N236CA, and N555DH.

Stakeholder Impact

• Shareholders face increased risk due to the company's financial instability and going concern uncertainty.
• Employees may be affected by potential cost-cutting measures or restructuring.
• Customers could experience disruptions in service if the company's financial situation worsens.
• Suppliers and creditors face increased risk of non-payment.

Next Steps

• The company needs to address the auditor's concerns about its ability to continue as a going concern.
• The company needs to resolve the FAA investigation and mitigate any potential penalties.
• The company needs to manage its legal proceedings effectively.
• The company needs to reduce its reliance on related party transactions.
• The company needs to improve its profitability and cash flow.

Key Dates

Keywords

merger, financial statements, audited, Premier Air Charter, Altair International Corp., reverse recapitalization, related party transactions, going concern