UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2024
Altair International Corp.
(Exact name of registrant as specified in its charter)
Nevada of incorporation) | 333-190235 File Number) | 99-0385465 Identification No.) |
322 North Shore Drive Building 1B, Suite 200 Pittsburgh, PA (Address of principal executive offices) | 15212 (Zip Code) |
Registrant’s telephone number, including area code: (412) 770-3140
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ATAO | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 2, 2024, the registrant ("Altair") executed Amendment No. 5 to the Agreement and Plan of Merger (“Amendment 5 to Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”), and TIPP Aviation, LLC, the sole shareholder of Premier. Under the terms of Amendment 5 to the Merger Agreement, the Outside Date by which the merger by Altair with Premier must be consummated was changed from November 31, 2024 to January 31, 2025. Additionally, the maximum number of shares outstanding upon consummation of the proposed merger was increased from 270,000,000 to 280,000,000. No other changes were made to the Agreement and Plan of Merger.
The foregoing description of Amendment 5 to the Merger Agreements does not purport to be complete and is qualified in its entirety by reference to Amendment 5 to the Merger Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | ||
| 10.1 | Amendment No. 5 to the Agreement and Plan of Merger dated November 28, 2024 among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 thereunto duly authorized.
| Date: December 3, 2024 | ALTAIR INTERNATIONAL CORP. |
| By: | /s/ Leonard Lovallo | |
| Leonard Lovallo | ||
| President and CEO |
