UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from __________ to __________
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such filings).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
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Smaller reporting company
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Emerging growth company
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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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
At November 14, 2025, there were shares of the registrant’s $0.001 par value common stock issued and outstanding.
TABLE OF CONTENTS
| Page No. | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Financial Statements | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 |
| Item 4. | Controls and Procedures | 24 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 25 |
| Item1A. | Risk Factors | 25 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3. | Defaults Upon Senior Securities | 25 |
| Item 4. | Mine Safety Disclosures | 25 |
| Item 5. | Other Information | 25 |
| Item 6. | Exhibits | 26 |
| Signatures | 27 |
| 2 |
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements.” When contained in this Report, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this Report, including the risks described under Item 2 - “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Report and in other documents which we file with the Securities and Exchange Commission (“SEC”). In addition, such statements could be affected by risks and uncertainties related to:
| · | the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; | |
| · | cessation of related party financial support; | |
| · | inability to secure third-party debt or equity financing on acceptable terms or at all; | |
| · | Aircraft downtime, maintenance delays, or loss of key charter contracts; | |
| · | Adverse regulatory changes in FAA oversight or private aviation; | |
| · | Default under aircraft leases or financing agreements | |
| · | the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; | |
| · | our results of operations and financial condition; | |
| · | costs related to being a public company; | |
| · | limited liquidity and trading of our securities; | |
| · | that the price of our securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industry in which we operate, variations in operating performance across competitors, changes in laws and regulations affecting our business and any changes in our capital structure; | |
| · | the risk of downturns in the aviation industry, including due to increases in fuel costs in light of the war in Ukraine, the Israel and Hamas conflict in Gaza and other global political and economic issues; | |
| · | a changing regulatory landscape in the highly competitive aviation industry; | |
| · | risks associated with the overall economy, including recent and expected future increases in interest rates and the potential for recession; and | |
| · | other risks and uncertainties set forth in our filings entitled “Risk Factors” including in our Annual Report on Form 10-K. |
Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward- looking. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as required by law. Investors should not place undue reliance on these statements.
| 3 |
PART I - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Cash | $ |
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$ |
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Accounts receivable, net allowance of $
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| Other receivables |
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| Due from related parties, current portion |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Right of use assets - operating |
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| Right of use assets - financing |
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| Investment - related party |
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| Maintenance reserves |
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| Total assets | $ |
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$ |
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| Liabilities and Stockholder's Equity (Deficit) | ||||||||
| Accounts payable and accrued expenses | $ |
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$ |
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| Deferred revenue |
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| Due to related parties |
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| Right of use liabilities - operating |
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| Right of use liabilities - financing |
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| Long-term debt, current portion |
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| Long-term debt, related parties, current portion |
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| Total current liabilities |
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| Right of use liabilities - operating, net of current portion |
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| Right of use liabilities - financing, net of current portion |
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| Long-term debt, net of current portion |
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| Long-term debt, related parties, net of current portion |
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| Total liabilities |
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| Commitments and contingencies (Note 7) | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Series A Preferred stock: par value $ ; shares authorized; issued and outstanding at September 30, 2025 |
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| Common stock: par value $ ; shares authorized; and issued and outstanding, respectively |
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| Additional paid-in capital |
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| Accumulated deficit |
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| Stockholders' equity (deficit) |
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| Total liabilities and total stockholders' equity (deficit) | $ |
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$ |
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The accompanying notes are an integral part of these financial statements.
| 4 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Cost of sales |
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| Gross profit (loss) |
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| Operating expenses | ||||||||||||||||
| Payroll and related expenses |
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| Selling, general and administrative |
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| Total operating expenses |
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| Income (loss) from operations |
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| Other (income) expense, net | ||||||||||||||||
| Interest expense |
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| Other |
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| Other expense (income), net |
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| Net income (loss) | $ |
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(
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| Net loss per basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| Common Stock |
Additional
Paid-in |
Accumulated | Total Stockholder's Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, December 31, 2023 |
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$ |
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$ | $ |
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$ |
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| Net income | – |
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| Balance, March 31, 2024 |
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$ |
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$ | $ |
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$ |
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| Net liabilities assumed over assets forgiven with Demeter | – |
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| Net loss | – |
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| Balance, June 30, 2024 |
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$ |
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$ | $ |
(
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| Net loss | – |
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| Balance, September 30, 2024 |
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$ |
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$ | $ |
(
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| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholder's Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ |
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$ |
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$ |
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$ |
(
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| Acquisition of Premier Air Charter Inc. | – |
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| Net loss | – | – |
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| Balance, March 31, 2025 |
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| Net loss |
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| Balance, June 30, 2025 |
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| Issuance of Series A Preferred shares |
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– |
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| Issuance of common stock for services | – |
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| Net loss | – | – |
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| Balance, September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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The accompanying notes are an integral part of these financial statements.
| 6 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ |
(
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(
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| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation |
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| Impairment on investment in related party |
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| Stock based compensation |
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| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable |
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| Other receivables |
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| Due from/to related parties |
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| Prepaid expenses and other current assets |
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| Accounts payable and accrued expenses |
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| Deferred revenue |
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| Net cash provided by operating activities |
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| Cash flows from investing activities | ||||||||
| Acquisition of property and equipment |
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| Proceeds from sale of property and equipment and engine reserves |
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| Purchase of engine reserves |
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| Net cash used in investing activities |
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| Cash flows from financing activities | ||||||||
| Capital contributions |
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| Payments on financing lease obligations |
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| Proceeds from long-term debt |
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| Repayments of long-term debt |
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| Proceeds from long-term debt, related parties |
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| Repayments of long-term debt, related parties |
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| Net cash provided by (used in) financing activities |
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| Net change in cash |
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| Cash at beginning of period |
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| Cash at end of the period | $ |
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$ |
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| Supplemental disclosure of cash flow information | ||||||||
| Non-cash investing and financing activities | ||||||||
| Related party advances converted into note payable - related party | $ |
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$ |
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| Related party notes converted into preferred stock | $ |
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$ |
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| Purchase of property and equipment with a note payable | $ |
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$ |
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| Items related to Demeter receivable exchange: | ||||||||
| Notes receivable and advances | $ |
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$ |
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| Increase of property and equipment | $ |
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$ |
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| Increase in maintenance reserves | $ |
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$ |
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| Assumed notes payable | $ |
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$ |
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| Right of use assets - operating and financing leases | $ |
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$ |
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| Right of use liabilities - operating and financing lease | $ |
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$ |
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| Cash paid during the year for: | ||||||||
| Income taxes | $ |
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$ |
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| Interest | $ |
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$ |
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The accompanying notes are an integral part of these financial statements.
| 7 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Business
Formation and Business of the Company
Altair International Corp., formerly Premier Air
Charter, LLC, (“Premier”) was acquired by Tipp Aviation, LLC (“Tipp Aviation” or “Tipp”) on July 1,
2019 (acquisition date). Premier was a
Premier is a San Diego-based jet charter company that provides private charter flights, aircraft management services, and aircraft maintenance. The Premier has its registered office address at 2006 Palomar Airport Road, Suite 210, Carlsbad, CA 92011, which is also the principal place of business.
On February 16, 2024, Premier converted to a C-Corporation whereby the membership units outstanding at Premier Air Charter, LLC were exchanged for shares of the Company’s no par value common stock.
On May 30, 2025, Altair International Corp. changed its name to Premier Air Charter Holdings Inc.
Altair Merger Agreement
On February 16, 2024, Altair International Corp. (“Altair”) entered into an Agreement and Plan of Merger (the “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 (“TIPP”). Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier are now the officers and directors of Altair following the Merger. On March 5, 2025, the Altair, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of Altair and Altair issuing TIPP 237,871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.
Following the Closing, Premier was deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Premier’s financial statements for previous periods, include the financial statements included herein, will be disclosed in this and future periodic reports filed with the SEC.
The Merger was accounted for as a reverse recapitalization.
Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial
statements reflect the operations of Premier for all periods presented and the operations of Altair from March 11, 2025 to September 30,
2025. In addition, these financial statements capture the capital structure of Altair and reflect only the
common shares issued
to the former Premier shareholder as being outstanding from the inception of Premier. The
Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:
| Nine months ended September 30,: | 2025 | 2024 | ||||||
| (unaudited) | (unaudited) | |||||||
| Revenues | $ |
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$ |
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| Net loss | $ |
(
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) | $ |
(
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| Loss per share -basic and diluted | $ | ) | $ | ) | ||||
At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.
| 8 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Going Concern and Liquidity
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business. During the most recent calendar year and for the nine months ended September 30, 2025, the Company has incurred a net loss.
There can be no assurance that the Company will
be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove
accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s
operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating
expenses. As of September 30, 2025, the Company owes $
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine months ended September 30, 2025, and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-KT for the year ended December 31, 2024.
Use of Estimates
The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses and the disclosure in the Company’s financial statements and accompanying notes. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.
Assets and liabilities that are subject to judgment and use of estimates include the determination of an allowance for doubtful accounts, deferred revenue, and estimates used in the Company’s going concern analysis.
Concentration of Credit Risk
Accounts receivable are spread over many customers.
Credit quality is monitored on an ongoing basis, and reserves for estimated credit losses are recorded as needed. There was one customer
that accounted for
| 9 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Fair Value of Financial Instruments
ASC Topic 820, Fair Value Measurement , establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing an asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs, other than quoted prices in active markets, that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets are subject to fair value measurements on a recurring basis. As of September 30, 2025 and December 31, 2024, The Company’s investment – related party is considered a level 2 item as the fair market value is based upon the common stock of Dalrada Financial Corporation.
Revenues
The Company’s disaggregated revenues comprised of the following for the nine months ended September 30:
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Charter sales | $ |
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$ |
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| Management fees |
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| Maintenance revenues |
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| Other revenues |
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| Total: | $ |
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$ |
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Net income per share is computed by dividing net income by the weighted average shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of shares and dilutive share equivalents outstanding. The Company does not have any dilutive securities outstanding for the periods presented within these financial statements.
| 10 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Operating Segments and Related Disclosures
We manage our company as one reportable operating segment, The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the company and decides how to better allocate resources based on consolidated net loss that is reported on the Consolidated Statements of Operations. Our objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our operations segment are the same as those described in the summary of significant accounting policies herein.
Recent Accounting Pronouncements
The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs issued to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.
Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 on January 1, 2025, did not have a significant impact on the Company operations.
3. Financial Statement Elements
Property and Equipment
Property and equipment, net, as of September 30, 2025 and December 31, 2024 consists of the following:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Aircraft and improvements | $ |
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$ |
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| Equipment |
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| Building Signage |
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| Vehicles |
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| Furniture |
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| Total: |
|
|
||||||
| Less accumulated depreciation |
(
|
) |
(
|
) | ||||
| Total property and equipment | $ |
|
$ |
|
||||
Maintenance Reserves
The Company is a party to long term service contracts to perform engine replacement and major maintenance. These contracts extend the useful life of an engine by providing major maintenance and/or replacement engines to mitigate risk of lost charter revenue due to aircraft downtime. These contracts require the Company to pay in advance, prior to services being performed or replacement parts being provided. Payments made for such contracts for aircraft operated under operating leases are expensed as incurred. Payments made for the long-term service contracts for aircraft owned or financed are capitalized as incurred on the balance sheet and not depreciated. When the engine reserve company replaces or performs major maintenance, the cost of that event is then capitalized and depreciated over the useful life of the replacement part/service life of the major maintenance/replacement.
| 11 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. Right of Use Assets and Liabilities
Right of Use - Operating
The Company has a month-to-month lease for its
office, ramp and hanger space in Carlsbad, California. The Company entered into a lease amendment on February 14, 2023, increasing the
monthly rent to $7,108. The Company entered into another lease amendment on February 1, 2024 which increased the monthly rent to $9,438.
Effective September 1, 2024, the Company entered into a revised lease agreement for a period of 60 months expiring on August 31, 2029.
Under the terms of the agreement, the Company’s initial monthly payment is $28,371 increasing by a minimum of 3% per annum each
subsequent year. On September 1, 2024, the Company recorded a right of use asset and liability – operating of $
As discussed in Note 6, in May 2024, the Company
and Demeter signed an Aircraft Asset Rights Transfer Agreement which included leases on four aircraft. At the time of assignment, the
Company recorded right of use assets and liabilities – operating of $
For the nine months ended September 30, 2025 and
2024, the Company recorded total operating lease expense of approximately $
Right of Use - Financing
For the nine months ended September 30, 2025,
amortization expense of right of use assets – financing was approximately $
5. Long-Term Debt
On July 25, 2020, the Company received a loan
in the amount of $
In June 2024, the Company received a loan of $
In April 2025, the Company received a loan of
$
| 12 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As part of the transfer from Demeter as noted
in Note 6, the Company assumed a loan with a third party of $
In September 2024, in connection with the purchase
of an aircraft, the Company entered into a loan with a third party for $
In September 2025, the Company received a loan
of $
In September 2025, the Company converted amounts
due of $
6. Related Party Transactions
The tables below summarize the Company’s transactions and balances with its related parties as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024:
For the Nine Months Ended September 30, 2025
| Entity Name | Nature of Transactions |
Transaction
Amount, Net During the nine months ended September 30, 2025 |
Outstanding
Balance as of September 30, 2025 |
Affiliation, Terms and Conditions | ||||||||
| Due from Related Parties | ||||||||||||
|
|
|
$ |
|
$ |
|
Refer to (d), (l) | ||||||
|
|
|
|
(
|
) | Refer to (d), (l) | |||||||
|
|
|
|
|
Refer to (d), (l) | ||||||||
|
|
|
|
|
Refer to (d), (l) | ||||||||
|
|
|
|
|
Refer to (d), (l) | ||||||||
|
|
|
|
|
Refer to (d), (l) | ||||||||
|
|
|
|
|
Refer to (d), (l) | ||||||||
|
|
|
|
|
Refer to (d), (l) | ||||||||
| $ |
|
|||||||||||
| Due to Related Parties | ||||||||||||
|
|
|
|
$ |
|
Refer to (e) | |||||||
|
|
|
$ |
|
$ |
|
Refer to (e) | ||||||
|
|
|
|
|
Refer to (e) | ||||||||
|
|
|
|
|
Refer to (e) | ||||||||
|
|
|
|
|
Refer to (g) | ||||||||
|
|
|
|
|
Refer to (e), (i) | ||||||||
|
|
|
|
|
Refer to (g) | ||||||||
| $ |
|
|||||||||||
| Others | ||||||||||||
|
|
|
$ |
|
$ |
|
Refer to Note 3 | ||||||
| 13 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For the Nine Months Ended September 30, 2024
| Entity Name | Nature of Transactions |
Transaction
Amount, Net During the Quarter Ended September 30, 2024 |
Outstanding
Balance as of 09/30/2024 |
Affiliation, Terms and Conditions | ||||||||
| Due from Related Parties | ||||||||||||
|
|
|
$ |
|
$ |
|
Refer to (a), (l) | ||||||
|
|
|
|
|
Refer to (b), (l) | ||||||||
|
|
|
|
|
Refer to (c), (l) | ||||||||
|
|
|
|
|
Refer to (d) | ||||||||
|
|
|
|
|
Refer to (d) | ||||||||
|
|
|
|
|
Refer to (d) | ||||||||
|
|
|
|
|
Refer to (d) | ||||||||
|
|
|
|
|
Refer to (d) | ||||||||
|
|
|
(
|
) |
(
|
) | Refer to (d) | ||||||
| $ |
|
|||||||||||
| Due to Related Parties | ||||||||||||
|
|
|
$ |
(
|
) | $ |
|
Refer to (e) | |||||
|
|
|
(
|
) |
|
Refer to (e) | |||||||
|
|
|
|
|
Refer to (e) | ||||||||
|
|
|
(
|
) |
|
Refer to (e) | |||||||
|
|
|
|
|
Refer to (e) | ||||||||
|
|
|
|
|
Refer to (e) | ||||||||
|
|
|
|
|
Refer to (e) | ||||||||
| $ |
|
|||||||||||
| Others | ||||||||||||
|
|
|
$ |
(
|
) | $ |
|
Refer to Note 3 | |||||
| 14 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (a) | Pass-through costs |
Per the terms of management agreements between the Company and aircraft owners, certain aircraft expenses are the responsibility of the owners. However, the Company will pay for these costs on behalf of the owners and then invoice for the recovery of these amounts, which the Company refers to as “pass-through” costs. The Company has an aircraft management agreement for aircraft usage from Demeter Harvest Corp. (“Demeter”), an affiliated company owned by Sandra DiCicco, the majority owner of Tipp. As of September 30, 2025, the Company had pass-through amounts invoiced totaling $0 due from Demeter. As of December 31, 2022, the Company had a verbal agreement for repayment with Demeter. In October 2023, the Company entered into a note receivable arrangement with Demeter, see ( j ) and ( m ) below.
| (b) | Maintenance revenue |
The Company began performing in-house maintenance on aircrafts in 2022. In prior years, aircrafts were sent to third party mechanics for service.
| (c) | Management fees |
Per the terms of the management agreements between the Company and aircraft owners, a management fee is invoiced to owners on a monthly basis for the management of the aircraft, which primarily consists of handling administrative tasks in order to manage the rental of the planes. As of September 30, 2025, the Company doesn’t have an active management agreement with a related party.
| (d) | Charter sales |
For the nine months ended September 30, 2025 and
2024, the Company had charter sales transactions with affiliates totaling $
| (e) | Debt |
Afinida Inc. (“Afinida”) is a payroll
processing company that is a subsidiary of Trucept, Inc.; Sandra DiCicco’s family member is the Chairman of the Board at Trucept,
Inc. From the period July 1, 2019 through January 30, 2022, Afinida paid certain payroll costs (salaries and wages) for the Company. It
was verbally agreed that the Company would pay Afinida for these amounts in the future, but formal terms were not documented until June
2022, when a formal Promissory Note was put in place. The Promissory Note converted outstanding payroll services invoices due to Afinida
as of December 31, 2021 in the amount of $
Innoworks Employment Services (“Innoworks”)
is a professional employer organization (“PEO”) in which a family member of Sandra DiCicco exercises significant influence
over the operations. From the period February 1, 2022 through December 31, 2023, Innoworks paid certain payroll costs (salaries and wages)
for the Company. It was verbally agreed that the Company would pay Innoworks for these amounts in the future. As of December 31, 2023,
no written agreement existed. However, in February 2024, a formal Promissory Note was put in place. The Promissory Note converted all
outstanding payroll services invoice due to Innoworks as of December 31, 2023 in the amount of $
| 15 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Company entered into a note payable with Innoworks
for $
On March 19, 2025, the Company entered into an
amended and restated note with Innoworks for $
On August 5, 2025, related party notes payable
and amounts due to Innoworks of $
Prime Capital HR (“Prime”), which
has a family member of the Company employed at Prime, has an agreement with Tipp to collect funds for and disperse such funds on behalf
of Tipp; as such, it is a related party. From the period January 1, 2021 through December 31, 2021, Prime provided $153,514 to Premier
to help finance operations. As of December 31, 2021, Prime had advanced a total of $817,209 to Premier. It was verbally agreed that the
Company would pay Prime for these amounts in the future, but formal terms were not documented until July 2022, when a formal Promissory
Note was put in place. The Promissory Note in the amount of $817,209 represents the amount due to Prime as of December 31, 2021, payable
over 42 months, with a simple interest of 5%, and with the first payment due on August 1, 2022. On March 19, 2025, the Company entered
into an amended and restated note with Prime for $
The Company acquired a $
| (f) | Leases |
The Company leased aircraft owned by Demeter on an hourly basis; per the terms of the management agreement, the Company pays the aircraft owner a rate per hour that the plane is used in charter sales. See (m) below for exchange with Demeter.
| (g) | Marketing and other |
The Company paid Trucept, Inc. to perform marketing research, launch social media campaigns and improve website performance. Sandra DiCicco’s family member is the Chairman of the Board at Trucept, Inc.
From time to time the Company utilizes related entities to provide catering, repair work and placement agent services.
| (h) | Not used |
| (i) | Advances from related party |
During the nine months ended September 30, 2025
and 2024, additional advances from Innoworks for payroll related items were $
| 16 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| (j) | Note from receivable from related party |
On January 9, 2023, the Company signed a Promissory
Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2021 in the amount
of $
On October 23, 2023, the Company signed a Promissory
Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2022 in the amount
of $2,724,415 into a note receivable, payable over 72 months, with a simple interest of 5%, and with the first payment to be received
on October 31, 2024. As of December 31, 2023, the remaining balance of the note receivable is $
| (k) | Prepaid expenses - Demeter |
On December 31, 2023, the Company paid for AvMax
lease payments on behalf of Demeter totaling $
| (l) | Revenue from related parties |
For the nine months ended September 30, 2025 and
2024, the Company recorded revenue from related parties totaling $
| (m) | Exchange of Note Receivable for Demeter Assets |
In May 2024, Demeter signed an Aircraft Asset
Rights Transfer Agreement to include Right of Usage of aircraft tail numbers: N614AF, N207JB, N236CA, and N555DH. This agreement transferred
the Right to Use (includes all Demeter revenue share) and the Net Book Value of the assets and liabilities to the Company. The net assets
include various right-of-use assets and lease liabilities, improvements made to the right-of-use assets, deposits on engine reserves,
and other deposits. The Company received assets totaling $
7. Commitments and Contingencies
Indemnification
Under the Company’s amended and restated Certificate of Incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has a director and officer insurance policy that may enable it to recover a portion of any amounts paid for future claims.
| 17 |
PREMIER AIR CHARTER HOLDINGS INC.
(FORMERLY ALTAIR INTERNATIONAL CORP.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Legal Proceedings
The Company is currently not a party to any legal proceedings, nor is the Company aware of any threatened or pending litigations. However, from time to time in the future, the Company could be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business, which may have a material adverse effect on the Company’s results of operations or financial position.
On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc. in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief. The Company believes the complaint is without merit and will vigorously defend. As of the date of these financial statements no amounts have been accrued in connection with this complaint.
8. Stockholders’ Equity
On August 5, 2025, the Company authorized
the issuance of
shares of Series A. The Series A has a stated value of $
per share and is convertible into common stock at $
During the nine months ended September 30, 2025,
the Company issued
.0 million shares of common stock for legal and business advisory services. The shares vested upon issuance which
the fair market value of $
9. Subsequent Events
The Company has evaluated events subsequent to September 30, 2025 to assess the need for potential recognition or disclosure. Such events were evaluated through the date these financial statements were available to be issued.
See Note 8 for discussion of a subsequent event.
| 18 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Altair Organization
Premier Air Charter Holdings Inc. (f/k/a Altair International Corp.) (“Premier Holdings” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on December 12, 2012. The Company primarily operates through its wholly owned subsidiary, Premier Air Charter, Inc., a California corporation (“Premier”). Premier Holdings together with its subsidiary, is referred to in this Form 10-Q report (“Form 10-Q”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-Q to refer to the Company.
On March 11, 2025, Premier Holdings acquired Premier. As a result of this acquisition, Premier Holdings’ business is comprised solely of the business of Premier. This Merger was accounted for as a reverse recapitalization. Under this method of accounting, Premier Holdings is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the financial statements of Premier as of September 30, 2025 and December 31, 2024, and for the nine months ended September 30, 2025 and 2024.
In addition, these financial statements capture the capital structure of Premier Holdings and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders will be reflected as being issued on March 5, 2025, the closing date of the acquisition. As of the date of this filing, there are 280,848,293 shares of Altair common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.
Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:
| Nine months ended September 30,: | 2025 | 2024 | ||||||
| (unaudited) | (unaudited) | |||||||
| Revenues | $ | 20,376,185 | $ | 15,296,059 | ||||
| Net income (loss) | $ | (4,047,500 | ) | $ | (1,985,530 | ) | ||
| Loss per share - basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | ||
At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.
Results of Operations
Results of operations for the three months ended September 30, 2025 and 2024
Revenues
Revenues for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $7,073,341 and $4,021,355, respectively. The Company realized approximately $3,051,986 in Charter Revenue from aircraft added to the fleet during 2025. This gain was offset by the following:
| · | a $11,481 increase in Maintenance Revenue realized from aircraft management contracts that have been converted to aircraft leases where the Company now has full right of aircraft use; | |
| · | a $3,026,647 improvement in legacy aircraft Charter Revenue and additional aircraft added Charter Revenue; and | |
| · | a $9,162 increase in Aircraft Management & Other Revenue |
Cost of Sales
Cost of Sales for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $7,522,487 and $4,174,136, respectively, an increase of $3,348,351. The increase in cost of revenues was primarily the result of approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft, and $987,132 in the cost of fuel.
| 19 |
Operating Expenses
Operating Expenses for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $1,036,937 and $771,981, respectively, an increase of $264,956. This increase is primarily due to an $97,135 increase in selling, general and administrative fees incurred to support the Premier Air Charter merger, and a $169,751 increase in salaries to support operations.
Loss from Operations
Loss from Operations for the three months ended September 30, 2025 was ($1,486,083) compared to ($924,762) for the three months ended September 30, 2024. The loss from operations for the three months ending September 30, 2025 is primarily due to the following:
| · | Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft; | |
| · | Aircraft maintenance costs of approximately $232,875 that are no longer passed on to customers through aircraft management contracts; | |
| · | Increase salaries and wages of $358,174 to support aircraft operations; |
Other (Income) Expense
Other (Income) Expense for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $318,775 and $259,473, respectively, a increase of $59,302. This Other Expense decrease is primarily attributable interest expense related to aircraft leases and additional debt.
Net Loss
Net Loss for the three months ended September 30, 2025 was ($1,804,858) compared to ($1,184,235) for the three months ended September 30, 2024. The Net Loss for the three months ending September 30, 2025 is primarily due to the following:
| · | Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft; | |
| · | Aircraft maintenance costs of approximately $232,875 that are no longer passed on to customers through aircraft management contracts; | |
| · | Increase salaries and wages of $358,174 to support aircraft operations; | |
| · | Increased interest expense of $15,994 incurred in financing aircraft. |
Results of operations for the nine months ended September 30, 2025 and 2024
Revenues
Revenues for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $20,376,185 and $15,296,059, respectively. The Company realized approximately $5,080,126 in Charter Revenue from aircraft added to the fleet in 2025. This gain was offset by the following:
| · | a ($699,812) reduction in Maintenance Revenue realized from aircraft management contracts that have been converted to aircraft leases where the Company now has full right of aircraft use; | |
| · | a $5,802,309 improvement in legacy aircraft Charter Revenue and additional aircraft added charter revenue; and | |
| · | a ($52,000) reduction in Aircraft Management & Other Revenue |
Cost of Sales
Cost of Sales for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $20,457,279 and $14,038,952, respectively, and increase of $6,418,327. The increase in cost of revenues was primarily the result of approximately $4,783,748 in pre-charter revenue operating costs of acquired aircraft and approximately $1,634,579 in flight expenses.
| 20 |
Operating Expenses
Operating Expenses for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $3,084,329 and $2,346,512, respectively, an increase of $737,817. This increase is primarily due to an $54,321 increase in consulting fees, $118,755 in professional fees, and $50,477 in marketing incurred to support the Premier Air Charter merger, and $30,602 in postage and shipping, and a $280,476 increase in salaries to support operations.
Loss from Operations
Loss from Operations for the nine months ended September 30, 2025 was ($3,165,423) compared to ($1,089,405) for the nine months ended September 30, 2024. The loss from operations for the first nine months ending September 30, 2025 is primarily due to the following:
| · | Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft; | |
| · | Aircraft maintenance costs of approximately $2,676,263 that are no longer passed on to customers through aircraft management contracts; | |
| · | Increased salaries and wages of $280,476 to support aircraft operations; | |
| · | Increased SG&A fee of $365,725 to support the Premier Air Charter merger. |
Other (Income) Expense
Other (Income) Expense for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $862,985 and $539,447, respectively, and increase of $323538. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.
Net Loss
Net Loss for the nine months ended September 30, 2025 was ($4,028,408) compared to ($1,628,852) for the nine months ended September 30, 2024. The Net Loss for the nine months ended September 30, 2025 is primarily due to the following:
| · | Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft; | |
| · | Aircraft maintenance costs of approximately $2,676,263 that are no longer passed on to customers through aircraft management contracts; | |
| · | Increased salaries and wages of $933,411 to support aircraft operations; | |
| · | Increased SG&A fee of $365,725 to support the Premier Air Charter merger; | |
| · | Increased interest expense of $516,530 incurred in financing aircraft. |
Cash Flows
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by operating activities | $ | 477,896 | $ | 2,160,343 | ||||
| Net cash used in investing activities | (3,113,249 | ) | (287,141 | ) | ||||
| Net cash used financing activities | 2,474,283 | (1,622,644 | ) | |||||
| Net change in cash during the period | $ | (161,070 | ) | $ | 250,558 | |||
Cash flow from Operating Activities
During the nine months ended September 30, 2025, the Company incurred a Net Loss of ($4,028,408) compared to ($1,628,852) for the first nine months ending September 30, 2024. This negative impact to cash was primarily offset by an increase of $1,572,635 in amounts due to related parties.
| 21 |
Cash flow from Investing Activities
During the nine months ended September 30, 2025, the Company used $3,113,249 of cash investing in aircraft and supporting engine maintenance contracts, compared to cash used of $287,141 for the nine months ended September 30, 2024.
Cash flow from Financing Activities
During the nine months ended September 30, 2025, the Company used $680,861 in cash to pay down long-term debt and aircraft financing lease obligations offset by additional borrowing of $3,155,144, compared to cash used of $1,622,644 for the nine months ended September 30, 2024.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Liquidity and Capital Resources
At September 30, 2025, the Company had current assets of $810,460 and current liabilities of $13,055,983 compared with current assets of $997,117 and current liabilities of $5,358,619 at December 31, 2024. The continuation of the Company as a going concern is dependent upon generating additional charter revenue growth by improving current aircraft fleet charter operations, and obtaining cost effective financing to invest in additional charter aircraft.
Future Financings
We will continue to rely on related parties, equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations of which there is no guarantee. The Company currently relies on advances from related parties to fund operations. As of September 30, 2025, related party payables totaled $4.9 million, with no formal repayment terms for $1.42 million in payroll advances. The $3.0 million line of credit with Tipp Investments, LLC (12% interest, matures December 31, 2025) remains undrawn but is the Company’s only committed financing source. If related party support ceases, the Company would need to significantly reduce expenses to continue operations.
Issuance of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities or if we do close such financing that they will be on acceptable terms.
Going Concern and Liquidity
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.
Premier Air Charter, Inc., incurred net losses of $4,028,408 and $1,628,852 during the nine months ended September 30, 2025 and 2024, respectively. Although these losses were primarily the result of investments in aircraft and supporting operational infrastructure, these losses and limited working capital raise substantial doubt about our ability to continue as a going concern.
There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses.
We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements. We will continue to rely on related parties and seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.
| 22 |
In addition to our current deficit, we may incur additional losses during the foreseeable future, until we are able to successfully execute our business plan. There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
We are also incurring increased costs as a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.
Critical Accounting Policies
Refer to our Altair International Corp. unaudited financial statements for the quarter ended March 31, 2025 for a discussion of critical accounting policies.
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and accordingly do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and\or private placements of common stock. No assurance can be given that such funds will be available.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Principal Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures are not effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, we are not currently a party, and our property is not subject to, any other material pending legal proceedings, other than ordinary routine litigation incidental to the business.
On May 31, 2024, Demeter Harvest Corp. (“Demeter”) and Premier filed a Petition and Demand against Empyreal Jet, Inc. in the district court located in Harris County, Texas (Cause No. 2024-34231/Court: 281 claiming Breach of Contract, Promissory Estoppel, seeking damages of over $200,000 but no more than $1,000,000.
On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc. in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief.
| ITEM 1A. | RISK FACTORS |
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
On August 5, 2025, the Company entered into a Conversion Agreement (the “Agreement”) with Innoworks Employment Services, Inc. (the “Holder”). Pursuant to the Agreement, the Company exchanged an aggregate principal amount of $6,419,269 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 issuance of the above securities is exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.
| ITEM 3. | Defaults Upon Senior Securities |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
During the
quarter ended
September
30, 2025, no director or officer of the Company
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| ITEM 6. | EXHIBITS |
| Exhibit No. | Description | Incorporation by Reference | ||
| 2.1 | Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated February 16, 2024 | Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on February 21, 2024 | ||
| 2.2 | Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated March 5, 2025 | Incorporated by reference to Exhibit 2.2 filed on Form 8-K with the Securities and Exchange Commission on March 11, 2025 | ||
| 3.1 | Articles of Incorporation dated December 20, 2012 | Incorporated by reference to Exhibit 3.1 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013 | ||
| 3.2 | Certificate of Amendment dated August 24, 2018 | Incorporated by reference to Exhibit 3.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 3.3 | Certificate of Amendment dated October 1, 2021 | Incorporated by reference to Exhibit 3.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 3.4 | Certificate of Amendment dated January 11, 2023 | Incorporated by reference to Exhibit 3.4 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 3.5 | Bylaws | Incorporated by reference to Exhibit 3.2 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013 | ||
| 3.6 | Certificate of Designation of Series A Preferred Stock of Premier Air Charter Holdings Inc. dated August 6, 2025 | Incorporated by reference to Exhibit 3.1 filed on Form 8-K with the Securities and Exchange Commission on August 8, 2025 | ||
| 3.7 | Amended Certificate of Designation of Series A Preferred Stock filed October 21, 2025 | Incorporated by reference to Exhibit 3.2 filed on Form 8-K with the Securities and Exchange Commission on October 22, 2025 | ||
| 4.1 | Description of the Registrant’s Securities | Incorporated by reference to Exhibit 4.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.1 | Amended and Restated Promissory Note payable to Innoworks Employment Services, Inc. dated March 19, 2025 | Incorporated by reference to Exhibit 10.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.2 | Amended and Restated Promissory Note payable to Primer Capital HR dated March 19, 2025 | Incorporated by reference to Exhibit 10.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.3 | Amended and Restated Promissory Installment Note payable to Afinida Inc. dated March 19, 2025 | Incorporated by reference to Exhibit 10.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 10.4 | Conversion Agreement, dated as of August 5, 2025, by and between Premier Air Charter Holdings Inc. and Innoworks Employment Services, Inc. | Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on August 8, 2025 | ||
| 10.5 | Letter Agreement, dated October 21, 2025 | Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on October 22, 2025 | ||
| 14.1 | Code of Ethics | Incorporated by reference to Exhibit 14.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 16.1 | Letter from Macias Gino & O’Connell LLC | Incorporated by reference to Exhibit 16.1 filed on Form 8-K with the Securities and Exchange Commission on June 27, 2025 | ||
| 19 | Insider Trading Policy | Incorporated by reference to Exhibit 19 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 21.1 | List of Subsidiaries | Incorporated by reference to Exhibit 21.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 31.1* | Certification of Chief Executive Officer and Principal Financial/Accounting Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act | |||
| 32.1* | Certification of Chief Executive Officer and Principal Financial/Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation adopted March 27, 2025 | Incorporated by reference to Exhibit 97.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 99.1 | Policy on Granting Equity Awards | Incorporated by reference to Exhibit 99.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025 | ||
| 101.INS | Inline XBRL Instances Document | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PREMIER AIR CHARTER HOLDINGS INC. | |
| Dated: November 14 , 2025 | |
|
/s/ Sandra DiCicco Bonar Sandra DiCicco Bonar Chief Executive Officer (Principal Executive Officer and Principal Financial/Accounting Officer) |
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