DEFM14C: Altair International Corp. to Merge with Premier Air Charter in Reverse Recapitalization

Altair International Corp. will undergo a reverse merger with Premier Air Charter, Inc., pending shareholder approval and regulatory conditions.

Summary

• Altair International Corp. (ATAO) will merge with Premier Air Charter, Inc. through a reverse merger, where Premier will become a wholly-owned subsidiary of Altair.
• Altair will exchange 85% of its common stock (not to exceed 270,000,000 shares, later increased to 280,000,000) for all outstanding shares of Premier common stock.
• The officers and directors of Premier will become the officers and directors of Altair following the merger.
• The merger is structured as a reverse recapitalization, with Premier being the accounting predecessor and successor registrant for SEC purposes.
• Premier provides jet charter services and operates eight aircraft, aiming to expand its fleet and operations.
• The jet air charter services market is estimated at $15 billion with a compound annual growth rate of 13.92%.
• Premier's revenue for the nine months ended September 30, 2024, was $15,296,059, compared to $14,418,509 for the same period in 2023, an increase of 5.7%.
• Premier incurred a net loss of $1,628,852 for the nine months ended September 30, 2024, compared to a net profit of $436,063 for the same period in 2023.
• The merger agreement has been amended multiple times, with the latest amendment extending the outside date to March 31, 2025.
• The unaudited pro forma combined balance sheet as of September 30, 2024, shows total assets of $27,486,319 and total liabilities of $28,713,591.
• The unaudited pro forma combined statement of operations for the nine months ended September 30, 2024, shows a net loss of $1,711,343.

Sentiment

Score: 5

Explanation: The document presents a mixed outlook. While there's revenue growth and a strategic merger, the net losses and going concern uncertainty temper the positive aspects.

Positives

• Premier's management team brings experience in the private aviation industry.
• The merger provides Altair shareholders with potential upside from Premier's business prospects.
• Premier's revenue increased by 5.7% for the nine months ended September 30, 2024.
• Premier exclusively operates eight aircraft comprised of Gulfstream IV, Cessna Citation X and Bombardier Challenger 601s through a variety of finance and leasing arrangements and is pursuing plans to expand aircraft fleet size and operations.

Negatives

• Premier incurred a net loss of $1,628,852 for the nine months ended September 30, 2024.
• Premier's financial statements indicate a 'going concern' uncertainty.
• The pro forma combined entity shows negative equity as of September 30, 2024.
• Altair will issue a significant portion of its equity, diluting existing shareholders.
• The merger's completion is subject to several preconditions, creating uncertainty.

Risks

• Premier's ability to continue as a going concern is uncertain due to net losses and limited working capital.
• The merger's completion is contingent on satisfying various preconditions, including Premier providing audited financial statements.
• The combined company will face competition from larger, more established players in the air charter market.
• The integration of the two companies may present challenges.
• The success of the merger depends on Premier's ability to execute its growth strategy.
• The company may need to raise substantial capital to fund its operations and growth.

Future Outlook

Premier intends to be the leading luxury aviation company through its diverse fleet of aircraft and involvement in a variety of aspects of the jet charter business, including private charters, aircraft management and sales and is pursuing plans to expand aircraft fleet size and operations.

Management Comments

• The Board of Directors believes that the Merger presents the best alternative available to the Company’s shareholders to obtain an increase in the price of the Company’s common stock based on the discussions that the Board of Directors has had with senior management of Premier regarding Premier’s future financial prospects, the lack of revenues generated by the Company’s current business and the failure to close a number of other potential merger candidates in the last 12 months.

Industry Context

The jet air charter market is competitive, with major players like NetJets, Flexjet, and VistaJet. Premier aims to compete through customer service, aircraft operations, and business management.

Comparison to Industry Standards

• The document mentions NetJets, Flexjet, Wheels Up, VistaJet, Magellan Jets, and XOJet as major competitors in the jet air charter business.
• NetJets is generally considered the largest and most dominant player based on its extensive fleet and market share across fractional ownership, leasing and private jet card programs.
• Key aspects of competition include fleet size, service level, pricing structure, global reach, and technology.

Management Changes

Related Party Transactions

• The document details numerous related party transactions between Premier and entities owned or controlled by Sandra DiCicco and her family, including pass-through costs, charter sales, and debt arrangements.

Stakeholder Impact

• Shareholders of Altair face potential dilution but also the possibility of increased value from Premier's business.
• Employees of both companies may experience changes as a result of the merger.
• Customers of Premier should expect continued service under the new ownership.
• Suppliers and creditors of both companies will be affected by the financial performance of the combined entity.

Next Steps

• Satisfying the remaining conditions for closing the merger.
• Integrating Premier's operations into Altair.
• Executing Premier's growth strategy.
• Filing required documents with the SEC.

Key Dates

Keywords

merger, reverse recapitalization, air charter, aviation, Premier Air Charter, Altair International, acquisition