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 1, 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 1, 2024, the registrant ("Altair") executed Amendment No. 2 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 2 to the Merger Agreement, the Outside Date by which the merger by Altair with Premier must be consummated was changed from February 29, 2024, to May 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 2 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.2 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 6, 2024

ALTAIR INTERNATIONAL CORP.

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

Exhibit 10.1

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger dated May 1, 2024, modifying certain terms of the Agreement and Plan of Merger dated February 16, 2024 (the “Merger Agreement”) entered into by and among Altair International Corp., Premier Air Charter Merger Sub, Inc., Premier Air Charter, Inc. and Tipp Aviation, LLC. Terms not defined herein have the meaning ascribed to them under the terms of the Merger Agreement.

WHEREAS, the parties to the Merger Agreement desire to extend the Outside Date as that term is defined in Article VIII (Termination), section 8.1(b) of the Merger Agreement and further in that certain Amendment No. 1 to Agreement and Plan of Merger from April 22, 2024 to May 31, 2024.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Amendment to Section 8.1(b) to Extend the Outside Date. Section 8.1(b) is amended and restated as follows:

8.1 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to the Closing as follows:

(a)

by mutual written consent of ATAO and Premier.

(b) by written notice by ATAO or Premier if any of the conditions to the Closing set forth in Article VI have not been satisfied or waived by May 31, 2024 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;

Section 2. Effect of Amendment. Except as amended hereby, the Note shall continue in full force and effect and is hereby incorporated herein by this reference.

Section 3. Governing Law. This Amendment shall be governed by and construed under the laws of the State of Nevada without regard to its conflict of laws.

Section 4. Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of reference only and are not to be considered in construing this Amendment.

Section 6. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

[Signature Page Follows]

[Signature Page to Amendment No. 2 to the Merger Agreement]

{00232987-2 }- 2 -

Cover	May 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 01, 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