Premier Air Charter Holdings Inc. Files 8-K

TL;DR

Premier Air Charter Holdings Inc. filed an 8-K on Aug 5th, reporting material agreements and financial docs.

AI Summary

Premier Air Charter Holdings Inc. filed an 8-K on October 22, 2025, reporting on events that occurred on August 5, 2025. The filing indicates a material definitive agreement was entered into, amendments to articles of incorporation or bylaws, and the submission of financial statements and exhibits. The company, formerly Altair International Corp., is incorporated in Nevada and based in Carlsbad, California.

Why It Matters

This 8-K filing signals significant corporate actions, including a material agreement and potential changes to the company's structure or financial reporting, which could impact investors.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility, especially when related to definitive agreements or financial statements.

Key Players & Entities

• Premier Air Charter Holdings Inc. (company) — Registrant
• Altair International Corp. (company) — Former Company Name
• August 5, 2025 (date) — Earliest event reported
• October 22, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of Incorporation
• Carlsbad, California (location) — Business Address

FAQ

Key Financial Figures

• $6,419,269.43 — change an aggregate principal amount of $6,419,269.43 in debt (the "Debt"), including accrued
• $2,756,327 — ary 2, 2024, in the principal amount of $2,756,327.42, (ii) a promissory note issued on Au
• $1,629,953 — ust 1, 2024, in the principal amount of $1,629,953.82, and (iii) an additional amount of $
• $2,140,511.28 — 3.82, and (iii) an additional amount of $2,140,511.28 owed as of March 19, 2025. The Settleme
• $0.04 — ce of the Series A Preferred Stock from $0.04 per share to $0.25 per share, as set fo
• $0.25 — Preferred Stock from $0.04 per share to $0.25 per share, as set forth in the amended

Filing Documents

• prem_8k.htm (8-K) — 31KB
• prem_ex0302.htm (EX-3.2) — 3KB
• prem_ex1002.htm (EX-10.2) — 6KB
• image_001.jpg (GRAPHIC) — 223KB
• image_002.jpg (GRAPHIC) — 118KB
• 0001683168-25-007725.txt ( ) — 674KB
• prem-20250805.xsd (EX-101.SCH) — 3KB
• prem-20250805_lab.xml (EX-101.LAB) — 33KB
• prem-20250805_pre.xml (EX-101.PRE) — 22KB
• prem_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2025, Premier Air Charter Holdings Inc. (the "Company") entered into a Conversion Agreement (the "Agreement") with Innoworks Employment Services, Inc. (the "Holder"). Pursuant to the Agreement, the Company agreed to exchange an aggregate principal amount of $6,419,269.43 in debt (the "Debt"), including accrued interest thereon, owed by the Company's wholly-owned subsidiary, Premier Air Charter, Inc., to the Holder, for 100,000 shares of the Company's Series A Preferred Stock (the "Settlement Shares"). The Debt arose from an Amended and Restated Promissory Installment Note dated March 19, 2025, which consolidated and amended (i) a promissory note issued on February 2, 2024, in the principal amount of $2,756,327.42, (ii) a promissory note issued on August 1, 2024, in the principal amount of $1,629,953.82, and (iii) an additional amount of $2,140,511.28 owed as of March 19, 2025. The Settlement Shares were issued pursuant to the terms of the Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation"). On October 21, 2025, the Company and the Holder entered into a Letter Agreement (the "Letter Agreement") to amend the conversion price of the Series A Preferred Stock from $0.04 per share to $0.25 per share, as set forth in the amended Certificate of Designation filed with the Nevada Secretary of State on October 21, 2025. This amendment reflects the mutual agreement to adjust the conversion terms to better align with the Company's current financial position and to reduce potential dilution of common stock upon conversion. The foregoing descriptions of the Agreement, Letter Agreement, and amended Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement (filed as Exhibit 10.1 hereto), the Letter Agreement (filed as Exhibit 10.2 hereto), and the amended Certificate of Designation (filed as Ex

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. On August 6, 2025, the Company designated 100,000 shares of its preferred stock as Series A Preferred Stock by filing the Certificate of Designation with the Secretary of State of the On October 21, 2025, the Company filed an amended Certificate of Designation with the Nevada Secretary of State to amend the conversion price of the Series A Preferred Stock from $0.04 per share to $0.25 per share, as approved by the board of directors and the requisite vote of stockholders, pursuant to the Letter Agreement dated October 21, 2025. The foregoing descriptions of the Certificate of Designation and amended Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Designation (filed as Exhibit 3.1 hereto) and the amended Certificate of Designation (filed as Exhibit 3.2 hereto), each of which is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Exhibit Description 3.1 Certificate of Designation of Series A Preferred Stock, filed August 6, 2025 (1) 3.2 Amended Certificate of Designation of Series A Preferred Stock, filed October 21, 2025 10.1 Conversion Agreement, dated August 5, 2025 (1) 10.2 Letter Agreement, dated October 21, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 8, 2025 2

SIGNATURES

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. Premier Air Charter Holdings Inc. Date: October 22, 2025 By: /s/ Sandra J. DiCocco Bonar Name: Sandra J. DiCocco Bonar Title: Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR