8-K: Altair International Corp. to Acquire Premier Air Charter in Reverse Merger

Altair International Corp. will acquire Premier Air Charter in a reverse triangular merger, exchanging 85% of its common stock for all of Premier's outstanding shares.

Summary

• Altair International Corp. (ATAO) has entered into a merger agreement with Premier Air Charter, Inc., a private air charter company.
• The merger will be structured as a reverse triangular merger, where a subsidiary of ATAO will merge into Premier, with Premier becoming a wholly-owned subsidiary of ATAO.
• ATAO will exchange 85% of its common stock, not to exceed 270,000,000 shares, for all outstanding shares of Premier.
• Following the merger, the officers and directors of Premier will become the officers and directors of ATAO.
• ATAO will not assume any of Premier's liabilities at the closing of the merger.
• The merger is subject to several conditions, including Premier providing two years of audited financial statements by a PCAOB registered accounting firm.
• The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Sentiment

Score: 7

Explanation: The document outlines a strategic move for both companies, with a clear path forward. While there are risks and dilution for existing ATAO shareholders, the overall tone is positive and forward-looking.

Positives

• The merger provides Premier Air Charter with a path to becoming a publicly traded company.
• The transaction is structured as a tax-free reorganization, which can be beneficial for both companies and their shareholders.
• Premier's management team will take over the leadership of ATAO, bringing their expertise to the public company.
• ATAO will not assume any of Premier's liabilities, which limits its financial risk.

Negatives

• The merger is contingent on Premier providing two years of audited financial statements, which could delay or prevent the deal from closing.
• Existing ATAO shareholders will experience significant dilution as 85% of the company's shares will be issued to Premier shareholders.
• The document does not provide details on the financial performance of Premier Air Charter, making it difficult to assess the value of the acquisition.

Risks

• The merger is subject to several closing conditions, including the delivery of audited financial statements by Premier, which could delay or prevent the deal from closing.
• The transaction could be delayed or terminated if regulatory approvals are not obtained.
• There is a risk that the merger may not achieve the intended benefits for either company.
• The significant dilution of ATAO's existing shares could negatively impact the share price.

Future Outlook

The merger is expected to close after all conditions are met, including the delivery of audited financial statements by Premier. The combined entity will be led by the current management of Premier.

Management Comments

• The officers and directors of Premier will be the officers and directors of Altair following the Merger.
• The board of directors of Premier has unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of Premier and its stockholders.
• The respective boards of directors of ATAO and Merger Sub have unanimously determined that this Agreement and the transactions contemplated hereby, including the Merger, are in the best interests of ATAO, Merger Sub and their respective shareholders.

Industry Context

This merger reflects a trend of private companies seeking to go public through reverse mergers, which can be a faster and less expensive alternative to a traditional IPO. The private air charter industry is competitive, and this merger could provide Premier with the capital and visibility to expand its operations.

Comparison to Industry Standards

• Reverse mergers are a common method for private companies to go public, particularly in sectors where traditional IPOs are less accessible or more costly.
• The share exchange ratio of 85% is a significant amount of dilution for existing ATAO shareholders, which is not uncommon in reverse mergers where the private company is typically the larger entity.
• The requirement for PCAOB audited financials is a standard practice for companies seeking to be listed on a major exchange, ensuring a level of financial transparency and accountability.
• Comparable companies in the private air charter space include Wheels Up and NetJets, which have also explored various avenues for growth and capital raising.

Management Changes

Stakeholder Impact

• Existing ATAO shareholders will experience significant dilution.
• Premier shareholders will become majority shareholders of ATAO.
• Employees of Premier will become employees of the combined entity.
• Customers of both companies may see changes in service offerings.

Next Steps

• Premier needs to provide two years of audited financial statements by a PCAOB registered accounting firm.
• The parties need to obtain all necessary regulatory approvals.
• The merger needs to be closed by the outside date of February 29, 2024.
• ATAO will file a Form 8-K/A within four business days of the Closing Date, no later than March 6, 2024.

Key Dates

Keywords

merger, acquisition, reverse merger, air charter, public company, ATAO, Premier Air Charter, share exchange, PCAOB, financial statements