UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by Altair International Corp., a Nevada corporation (the “Company”), to amend its Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, in connection with the consummation on March 11, 2025 of the transactions contemplated by that certain Agreement and Plan of Merger, dated February 16, 2024 (the “Merger Agreement”), as amended, by and among the Company, Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier, pursuant to which Merger Sub merged with and into Premier, with Premier surviving as a wholly-owned subsidiary of the Company.
The Company is filing this Amendment solely to provide (i) the historical audited financial statements of Premier as of and for the years ended December 31, 2024 and 2023 referred to in Item 9.01(a) below; and (ii) the unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 referred to in Item 9.01(b) below. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior 8-K. Such financial information was excluded from the Prior 8-K in reliance on the instructions to such items.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statement of Business Acquired
| Audited financial statements of Premier Air Charter, Inc. for the years ended December 31, 2023 and 2024 (filed as Exhibit 99.1) |
(b) Pro Forma Financial Information
| Unaudited Pro Forma Condensed Consolidated Financial Statements (filed as Exhibit 99.2) |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Audited financial statements of Premier Air Charter, Inc. for the years ended December 31, 2023 and 2024 |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Statements as of and for period ended December 31, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Altair International Corp. | ||
| Date: May 1, 2025 | By: | /s/ Sandra J. DiCicco Bonar |
| Name: | Sandra J. DiCicco Bonar | |
| Title: | Chief Executive Officer | |
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