Form 8-K - Current report

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): May 28, 2024

Altair International Corp.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction

of incorporation)

333-190235
(Commission

File Number)

99-0385465
(IRS Employer

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 May 28, 2024, the registrant ("Altair") executed Amendment No. 3 to the Agreement and Plan of Merger (“Amendment 2 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 3 to the Merger Agreement, the Outside Date by which the merger by Altair with Premier must be consummated was changed from May 31, 2024.to August 31,2024. No other changes were made to the Agreement and Plan of Merger.

The foregoing description of Amendment 1 to the Merger Agreements does not purport to be complete and is qualified in its entirety by reference to Amendment 3 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.3 to the Agreement and Plan of Merger dated May 1, 2024 among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC

	10.4	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: May 30, 2024

ALTAIR INTERNATIONAL CORP.

	By:	/s/ Leonard Lovallo
		Leonard Lovallo
		President and CEO

Exhibit 10.1

Cover	May 28, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 28, 2024
Entity File Number	333-190235
Entity Registrant Name	Altair International Corp.
Entity Central Index Key	0001570937
Entity Tax Identification Number	99-0385465
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	322 North Shore Drive
Entity Address, Address Line Two	Building 1B, Suite 200
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15212
City Area Code	412
Local Phone Number	770-3140
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ATAO
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false