M&A - ALTAIR INTERNATIONAL CORP.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000168316825002280

Filing Summary: On March 31, 2025, Altair International Corp. filed Articles of Merger to merge with its wholly-owned subsidiary. This merger is aimed at changing the company's name from 'Altair International Corp.' to 'Premier Air Charter Holdings Inc.'. The Name Change will become effective on April 25, 2025, reflecting the updated corporate name in its Articles of Incorporation. Alongside the merger, a request was submitted to FINRA for confirmation of the Name Change and for a change of the company's ticker symbol. The changes will not affect the rights of the company's security holders, and the securities will continue trading on the OTC Markets. Additionally, the document announces that more updates regarding the trading symbol will be provided once finalized by FINRA.

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Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000168316825001519

Filing Summary: On March 11, 2025, Altair International Corp. completed a merger with Premier Air Charter, Inc., wherein Premier became a wholly owned subsidiary of Altair. The merger involved Altair exchanging 85% of its common stock for all outstanding shares of Premier. Following the merger, TIPP Aviation, the sole shareholder of Premier, was issued 237,871,049 shares of Altair's common stock. The merger was structured as a tax-free reorganization under Section 368 of the Internal Revenue Code. Concurrently, the board of directors of Altair approved several corporate governance changes: Leonard Lovallo resigned as an officer and director, while Sandra J. DiCocco was appointed as CEO and Chairman of the Board, along with new board appointments including Vincent Monteparte, Ross David Gourdie, and Amy Scannell. The board also approved a change in fiscal year end from March 31 to December 31 to align with the fiscal year of Premier. These changes are aimed at integrating operations and financial reporting following the merger.

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Form Type: DEFM14C

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000155479525000022

Filing Summary: Altair International Corp. notifies stockholders that approximately 62% of the voting power approved a reverse merger with Premier Air Charter, Inc. via written consent instead of a special meeting scheduled for February 20, 2024. The Merger Agreement was approved by Altair's Board of Directors on February 16, 2024. The merger will entail Altair exchanging 85% of its common stock (up to 270,000,000 shares) for all outstanding shares of Premier common stock, with Premier's officers and directors continuing in their roles post-merger. This merger is categorized as a reverse recapitalization, indicating that Altair will be treated as the acquired entity for financial reporting. The finalized action will be effective on March 4, 2025, following a 20-day period post-mailing the definitive Information Statement.

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Form Type: PRER14C

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000155479525000020

Filing Summary: Altair International Corp. notifies stockholders of the shareholders' approval of a reverse merger with Premier Air Charter, Inc. On January 9, 2025, stockholders holding 62% of the voting power approved the merger by written consent. The merger means that Premier will become the accounting predecessor post-transaction, and Altair will exchange 85% of its shares for all shares of Premier stock. There will be no transfer of liabilities from Altair during this merger. This action circumvents a special meeting as a majority approval suffices under Nevada law. The merger is expected to be effective 20 days after the mailing of the definitive Information Statement, which includes detailed terms and conditions of the merger agreement. Altair’s board unanimously adopted the merger proposal on February 16, 2024, and it intends to expand its operations in the air charter market through Premier, known for its jet charter services.

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Form Type: CORRESP

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000155479525000016

Filing Summary: Altair International Corp. responded to comments from the SEC regarding their Preliminary Information Statement on Schedule 14C, which relates to a reverse merger with Premier Air Charter, Inc. The company referred to a merger agreement dated February 16, 2024, and indicated that an amended Preliminary Information Statement was filed on January 15, 2025, to include all necessary information as mandated by Schedule 14C and Schedule 14A. This includes providing financial information required by Items 14(b)(11) and 14(c)(2), which encompasses audited financial statements for the two most recent fiscal years for Premier Air Charter, Inc., as well as pro forma financial information reflecting the merger. The amended statement also includes interim unaudited financial statements for the nine months ended September 30 for the years 2024 and 2023 for Premier Air.

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