PREM 8-K
Premier Air Charter Holdings Inc. (PREM)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 31, 2025, Altair International Corp., a Nevada corporation. (the “Company”), filed Articles of Merger pursuant to which the Company merged with its wholly-owned subsidiary (the “Merger Sub” and, the transaction, the “Merger”). Upon consummation of the Merger, the separate existence of Merger Sub ceased.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from “Altair International Corp.” to “Premier Air Charter Holdings Inc.”. On April 25, 2025, the effective date of the Merger, the Company’s Articles of Incorporation will be deemed amended to reflect the change in the Company’s corporate name (the “Name Change”).
On April 3, 2025, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”), requesting confirmation of the Name Change and also to request the change of the Company’s ticker symbol (the “Symbol Change”). The Company will provide a further update regarding the Company’s trading symbol when the action is finalized by FINRA.
The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets.
The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the Articles of Merger attached as Exhibit 3.1 hereto. Readers should review the exhibit for a complete understanding of the terms and conditions associated with this matter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Articles of Merger dated March 31, 2025 |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
| 2 |
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.
| Altair International Corp. | ||
| Date: April 4, 2025 | By: | /s/ Sandra J. DiCocco Bonar |
| Name: | Sandra J. DiCocco Bonar | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 3.1
Docusign Envelope ID : 81A734AC - 67FF - 4E8E - AD60 - FB5238AB0F62 FRANCl CO V. AGUILAR Secretary of State 401 North Carson Street Carson City , Nevada 89701 - 4201 (775) 684 - 5708 Website: www . nvsos.gov www.nvsilverflume. ov .it - ::·:.'.'. /· - il ' >> - : ·,;.. .: : · .' . - . . : ·_ ¥, \ , !! - /:: . . . . . ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: D Conversion D Exchange D Merger TYPE OR PRINT • USE DARK INK ONLY • DO NOT HIGHLIGHT Exchange/Merger: Owner's approval (NRS 92A . 200) (options a, b or c must be used for each entity) Ƒ A. Owner's approval was not required from the: D Acqu i red/merging D Acquiring/surviving D B. The plan was approved by the required consent of the owners of : D Acqu i red/merg i ng D Acqu i ring/surv i v i ng D C. Approval of plan of exchange for Nevada non - profit corporation (NRS 92A . 160) : Non - profit Corporations only : The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. D Acquired/merging D Acquiring/surviving I I Name of acquired/merging entity I I Name of acquiring/surviving entity 4. Approval Continued: (If more than one entity being acqu i red or merging please attach additiona l approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) D A. Owner's approval was not required from the: D Acquired/merging D Acquiring/surviving D B . The plan was approved by the required consent of the owners of : D Acquired/merging D Acquiring/surviving D C. Approval of plan of exchange for Nevada non - profit corporation (NRS 92A . 160) : Non - profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is requ i red by the articles of incorporation of the domest i c corporation. D Acquired/merging D Acquiring/surviving I I Name of acquired/merging entity I I Name of acquiring/surviving entity 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) * corporation, limited partnersh i p , limited - liability limited partnership , limited - liability company or business trust . Page 2 of 4 R evise d : 8 / 1 12 02 3
Docus i gn Envelope ID : 81A 7 34AC - 67FF - 4E8E - AD60 - FB5238AB0F62 f - R AN(;l:S t; U V . AGUILA R Secretary of State 401 Nort h C a rson S tr eet Ca rs on C ity, N e va da 89 7 01 - 420 1 (775 ) 684 - 5708 W e bsi te: www .n vso s. gov www. nvs 1l v erflume.g ov Form will be returned if unsigned . This form must be accompanied by appropriate fees. Page 3 o f 4 Rev i sed : 8 /1/ 2023 Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A . 205 6 . Forward i ng Ad d ress for Se rvi ce of Process : (Conversion and Mergers only , if result i ng/surviving entity is foreign) l I I L - - State Zip/Postal Code Country - - - 1 - - 7 City - - - Name Care of: [_ - - Address Th e arti c l es o f inc o rp o rati o n of the s u rv ivin g c or p o rati o n shall be amend ed a s foll o ws: "FIR S T: The name o f the C orp o rati o n i s Premie r A ir Charter H o ldings Inc." 7 . Ame n dme nt, i f any , t o th e articl es or c ertifi ca t e of t he su rv i v i ng e n tity . (NRS 92A. 200 ): (Merger only) •· •• Amended and restated art i cles may be attached as an exhib i t or Integrated into the articles of merger. Please ent i tle them "Restated" or "Amended and Restated , " accord i ngly . The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated art i cles . Pursuant to NRS 92 A . 180 (merger of subsidiary Into parent - Nevada parent owning 90 % or more of subsid i ary) , the art i cles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed . Exch an ge: □ The undersigned declares that a p l an of exchange has been adopted by each constituent entity (NRS 92A.200). Merger : (Select one box) The unders i gned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). □ The undersigned decla r es that a plan of merger has been adopted by the parent domestic entity ( N RS 92A.180) . 8 . D e cl ar a ti on : (Exchange and Merger only) □ Convers i on : A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisd i ction governing the constituent ent i ty . S i gnatures - must be signed by : 1. If constituent entity i s a Nevada entity : an officer of each Nevada corporation; all genera l partners of each Nevada l i m i ted partnersh i p or limited - liability limited partnership ; a manager of each Nevada limited - l iability company with managers or one member I f there are no managers ; a trustee of each Nevada business trust ; a managing partner of a Nevada lim i ted - liability partnership (a.k.a . general partnership governed by NRS chapter 87). 2. If constituent entity i s a foreign entity : must be signed by the consti t uent entity In the manner provided by the law governing it. 9. S i g na t u r e St ate m ent: (Required) I I Name of constituent entity
Oocusign Envelope ID : 81A734AC - 67FF - 4E8E - AD60 - FB5238AB0F62 t - RANl,;l:Sl,;U V. AliUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 - Website: www.nvsos.gov www.nvs1 'I ve rfl ume.aov Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 □ Exchange: Signatures - Must be signed by : An officer of each Nevada corporation ; All general partners of each Nevada limited partnership ; All general partners of each Nevada l i mited - liability limited partnership ; A manager of each Nevada limited - liabil i ty company with managers or a member if there are no Managers ; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided i n the certificate of trust or governing i nstrument of a business trust , an exchange must be approved by all t he trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The art i cles of exchange must be s i gned by each fore i gn constituent entity i n the manner provided by the law governing it (NRS 92A.230) . Additional signature blocks may be added to this page or as an attachment, as needed . 9. Signature Statement Continued: (Required) IZl Merger: Signatures - Must be signed by : An officer of each Nevada corporat i on ; All general partners of each Nevada limited partnership ; All general partners of each Nevada limited - l i abil i ty limited partnersh i p ; A manager of each Nevada limited - liability company with managers or one member if there are no managers ; A trustee of each Nevada bus i ness trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity In the manner prov i ded by t he law governing it (NRS 92A.230) . Add i tional signature blocks may be added to th i s page or as an attachment , as needed . I j Premier Air Charter Holdings Inc. 10. Signature(s): (Required) di quired/merging entity l cEo J 3,2712025 J s 1r(), OiuUD Title Dato 1 %9 - W ange/Merger) If more than one entity being acquired or merging please attach additional page of informaiton and signatures . I j Altair International Corp. _j 03/27/2025 Date [ PRESIDENT Title G c d i i i ElQli l iring/su r v iving entity s bl>W"J.i g 2 n 1 1 re F - O l x E c . liange/Merger) Dato I J T it le t X Signature of Constituent Entity {Conversion) Please include any required or optional information in space below: (attach additional page(s) if necessary) Form will be returned if unsigned . This form must be accompanied by appropriate fees. Page 4 o f 4 Rev i sed : 8 /1/ 2023