PREM 10-Q
Premier Air Charter Holdings Inc. (PREM)
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)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) | |
| ( |
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| (Registrant’s Telephone Number) |
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 ☐ |
| Smaller reporting company | |
| 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. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
At August 14, 2026, 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 | 21 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 25 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 3. | Defaults Upon Senior Securities | 27 |
| Item 4. | Mine Safety Disclosures | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 27 |
| Signatures | 29 |
| 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 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”). 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 | |
| · | 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 statements. 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. | UNAUDITED FINANCIAL STATEMENTS |
PREMIER AIR CHARTER HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net allowance of $ | ||||||||
| Other receivables | ||||||||
| Due from related parties, current portion | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use assets - operating | ||||||||
| Right of use assets - financing | ||||||||
| Investment - related party | ||||||||
| Maintenance reserves | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholder's Equity (Deficit) | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Due to related parties | ||||||||
| Right of use liabilities - operating | ||||||||
| Right of use liabilities - financing | ||||||||
| Long-term debt, current portion | ||||||||
| Long-term debt, related parties, current portion | ||||||||
| Total current liabilities | ||||||||
| Right of use liabilities - operating, net of current portion | ||||||||
| Right of use liabilities - financing, net of current portion | ||||||||
| Long-term debt, net of current portion | ||||||||
| Long-term debt, related parties, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 8) | ||||||||
| Stockholders' Equity | ||||||||
| Series A Preferred stock: par value $; shares authorized; issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Common stock: par value $; shares authorized; and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Stockholders' equity | ||||||||
| Total liabilities and total stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
PREMIER AIR CHARTER HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||
| Operating expenses | – | |||||||||||||||
| Payroll and related expenses | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (income) expense, net | – | |||||||||||||||
| Interest expense | ||||||||||||||||
| Other | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense (income), net | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 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.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
Six Months Ended June 30, 2026
| Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholder's Equity (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Acquisition of Premier Air Charter Inc. | – | ( | ) | |||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock-based compensation | – | – | ||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock-based compensation | – | – | ||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 6 |
PREMIER AIR CHARTER HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (unaudited) | (unaudited) | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Provision for bad debt expense | ||||||||
| Depreciation and amortization | ||||||||
| (Income) loss on investment in related party | ( | ) | ||||||
| Stock based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Other receivables | ||||||||
| Due from/to related parties | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Deferred revenue | ( | ) | ||||||
| Right of use assets/liabilities - operating | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||
| Purchase of engine reserves | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments on financing lease obligations | ( | ) | ( | ) | ||||
| Proceeds from long-term debt | ||||||||
| Repayments of long-term debt | ( | ) | ( | ) | ||||
| Repayments of long-term debt, related parties | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Right of use assets and liabilities - operating | $ | $ | ||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| 7 |
PREMIER AIR CHARTER HOLDINGS INC.
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. Premier has its registered office 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. and a change in its trading symbol to “PREM”.
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 six months ended June 30, 2026, 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. If the Company cannot collect all receivables owed or secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with supplies, liquidate assets where possible, and/or suspend or curtail planned programs. Any of these actions could materially harm the Company’s business, results of operations, and prospects. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and disruptions to, and volatility in, financial markets in the United States and worldwide resulting from ongoing global issues. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
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 three and six months ended June 30, 2026, and are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. 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-K for the year ended December 31, 2025.
| 8 |
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, determination of the incremental borrowing rate used and the classification of right of use leases, recoverability of long-lived assets, including engine reserves 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
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 June 30, 2026 and December 31, 2025, 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.
| 9 |
Revenues
The Company’s disaggregated revenues comprised of the following for the six months ended June 30:
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Charter sales | $ | $ | ||||||
| Management fees | ||||||||
| Maintenance revenues | ||||||||
| Other revenues | ||||||||
| Total: | $ | $ | ||||||
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 has potentially dilutive shares related to convertible preferred shares outstanding for the periods presented within these financial statements.
Operating Segments and Related Disclosures
We manage our company as 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. The CODM primarily uses net loss, which is located on the condensed statement of operations, as the key measure of segment performance. This metric is used to assess the Company’s overall profitability and to make decisions regarding resource allocation.
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.
In November 2024, FASB issued the ASC 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as disclosures about selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements and disclosures.
| 10 |
3. Financial Statement Elements
Property and Equipment
Property and equipment, net, as of June 30, 2026 and December 31, 2025 consists of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Aircraft and improvements | $ | $ | ||||||
| Equipment | ||||||||
| Building Signage | ||||||||
| Vehicles | ||||||||
| Furniture | ||||||||
| Total: | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment | $ | $ | ||||||
Depreciation related to property and equipment was
$
Aircraft Engine Long Term Service Contracts
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. Under these arrangements, the Company makes periodic payments in advance of services being performed or replacement parts being provided. These payments are generally based on contractual minimum usage requirements as well as variable usage in excess of such minimum thresholds. Payments made for such contracts for aircraft operated under operating leases are expensed as incurred. In the case of long-term service contracts for aircraft owned or financed, the Company evaluates the economic substance of these arrangements and accounts for the related payments based on their underlying nature as follows:
| · | Reserve balances – Amounts funded under these programs represent prepaid maintenance funding and are recorded as an asset on the balance sheet. These balances are amortized over the remaining term of the respective agreements based on estimated level-rate engine hours over the contractual term of the maintenance arrangements. The amortization reflects the pattern of consumption of the underlying economic benefit and is periodically adjusted based on updated estimates of future aircraft utilization. | |
| · | Minimum usage component – Payments associated with contractual minimum usage requirements are considered part of the overall reserve funding structure. Increases in reserve balances resulting from such minimum funding are included within the engine reserve asset and are amortized over the remaining contractual term based on estimated level-rate engine hours over the term of the maintenance arrangements. This amortization reflects the pattern of consumption of the underlying economic benefit and is periodically adjusted based on updated estimates of future aircraft utilization. | |
| · | Incremental usage component – Payments associated with usage in excess of contractual minimum thresholds represent variable, usage-based consumption of engine life and are expensed as incurred. |
When major maintenance or replacement events occur under these programs, the Company evaluates the nature of the costs incurred. To the extent such costs represent a significant restoration or extension of engine life and are not otherwise satisfied through previously funded reserves, such amounts may be capitalized and amortized over the expected period of benefit.
During the six months ended June 30, 2026, the
Company capitalized $
| 11 |
Investment - Related Party
The Company holds shares of Dalrada Financial
Corporation (“DFC”) Convertible Series “G” preferred stock (“Series G”). The stated amount of the
investment was $
During the six months ended June 30, 2026 and 2025,
the Company recorded a gain (loss) of $
Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of June 30, 2026 and December 31, 2025 consist of the following:
June 30, 2026 | December 31, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Credit cards payable | ||||||||
| Total: | $ | $ | ||||||
Deferred revenue is recorded when payments are received
in advance of the Company performing its service obligations and are recognized over the service period. Deferred revenue primarily relates
to prepayments of chartered flights as customers pay upfront for flights. Deferred revenue as of June 30, 2026 and December 31, 2025 was
$
4. Aircraft Lease Agreements
The Company entered into aircraft lease and management agreements with Paradigm Jet Management (“Paradigm”), pursuant to which the Company provided aircraft access and related services.
General Description
Under the terms of the agreements, the Company made aircraft available to Paradigm for charter operations. The Company retained operational control of the aircraft and was responsible for providing flight services, maintenance coordination, and related support. The agreements included provisions for minimum guaranteed usage as well as variable usage based on actual flight hours.
| 12 |
Payment Terms
The agreements generally provided for:
| · | A minimum guaranteed number of flight hours, typically 50 hours per month per aircraft; | |
| · | An hourly rate of approximately $7,000 per flight hour; and | |
| · | Additional charges for certain operating costs, maintenance-related items, and other reimbursable expenses. |
The Customer was obligated to pay for the minimum guaranteed usage regardless of actual flight activity.
Revenue Recognition
Revenue under these agreements is recognized in accordance with ASC 842. Fixed minimum payments are recognized on a straight-line basis over the lease term, reflecting the Company’s right to consideration as the lessee uses the underlying asset. Variable payments based on usage, such as flight hours, are recognized as lease revenue in the period in which the underlying usage occurs.
Accounts Receivable and Contractual Amounts
As of June 30, 2026, the Company has recognized amounts due under these agreements, including amounts associated with minimum guaranteed usage that had not yet been invoiced. Certain amounts remain outstanding and are subject to ongoing collection efforts, including potential legal proceedings.
5. Right of Use Assets and Liabilities
Right of Use - Operating
The Company has a month-to-month lease for its office,
ramp and hangar 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 7, 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 $
On December 15, 2025, the Company entered into a lease
agreement for a 2004 Cessna 750.
| 13 |
For the six months ended June 30, 2026 and 2025,
the Company recorded total operating lease expense of approximately $
Maturities of the Company’s right of use liabilities – operating is as follows:
| Operating lease maturities | ||||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Less: Current portion | ( | ) | ||
| Long-term portion | $ | |||
Right of Use - Financing
The financing leases are payable in monthly payments
ranging from $14,698 to $53,077 through dates ranging from July 2024 to October 2028, contain original imputed interest rates ranging
from 3.85% to 7.75%, and are secured by the equipment being leased. Additionally, the leases have balloon payments due at the end of the
leases totaling $
For the six months ended June 30, 2026 and 2025, the
Company recorded total financing lease expense of approximately $
Maturities of the Company’s right of use liabilities – financing is as follows:
| Finance lease maturities | ||||
| Remainder of 2026 | $ | 2,578,167 | ||
| 2027 | 958,195 | |||
| 2028 | 8,116,608 | |||
| Total lease payments | 11,652,969 | |||
| Less: Imputed interest | (1,814,291 | ) | ||
| Present value of finance lease liabilities | 9,838,679 | |||
| Less: Current portion | (1,895,018 | ) | ||
| Long-term portion | $ | 7,943,661 | ||
| 14 |
6. Notes Payable
As part of the transfer from Demeter as noted in Note
7, 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 April 2025, the Company received a loan of $
In September 2025, the Company received a loan of
$
In September 2025, the Company converted amounts due
of $
On April 8, 2026, the Company entered into a
revenue purchase agreement for $
On May 8, 2026, the Company drew $
On June 6, 2026, the Company received a term loan
of $
| 15 |
7. Related Party Transactions
The tables below summarize the Company’s transactions and balances with its related parties as of June 30, 2026 and for the six months ended June 30, 2026 and 2025:
For the Six months Ended June 30, 2026
| Entity Name | Nature of Transactions | Transaction June 30, 2026 | Outstanding as of June 30, 2026 | Affiliation, Terms and Conditions | ||||||||
| Due from Related Parties | ||||||||||||
| $ | ( | ) | $ | Refer to (a) | ||||||||
| Refer to (a) | ||||||||||||
| ( | ) | Refer to (a) | ||||||||||
| ( | ) | Refer to (a) | ||||||||||
| ( | ) | Refer to (a) | ||||||||||
| ( | ) | Refer to (a) | ||||||||||
| Refer to (a) | ||||||||||||
| $ | ||||||||||||
| Due to Related Parties | ||||||||||||
| $ | Refer to (b) | |||||||||||
| $ | Refer to (c) | |||||||||||
| Refer to (b) | ||||||||||||
| Refer to (c) | ||||||||||||
| $ | ||||||||||||
| Others | ||||||||||||
| $ | $ | Refer to Note 3 | ||||||||||
For the Six months Ended June 30, 2025
| Entity Name | Nature of Transactions | Transaction June 30, 2025 | Outstanding as of June 30, 2025 | Affiliation, Terms and Conditions | ||||||||
| Due from Related Parties | ||||||||||||
| $ | $ | Refer to (a) | ||||||||||
| Refer to (a) | ||||||||||||
| Refer to (a) | ||||||||||||
| Refer to (a) | ||||||||||||
| ( | ) | Refer to (a) | ||||||||||
| Refer to (a) | ||||||||||||
| Refer to (a) | ||||||||||||
| Refer to (a) | ||||||||||||
| $ | ||||||||||||
| Due to Related Parties | ||||||||||||
| $ | $ | Refer to (b) | ||||||||||
| Refer to (b) | ||||||||||||
| Refer to (b) | ||||||||||||
| Refer to (b) | ||||||||||||
| Refer to (c) | ||||||||||||
| Refer to (c) | ||||||||||||
| $ | ||||||||||||
| Others | ||||||||||||
| $ | $ | Refer to Note 3 | ||||||||||
(a) Revenues and pass-through costs
| 16 |
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 Bonar, the majority owner of Tipp.
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.
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 June 30, 2026, the Company doesn’t have an active management agreement with a related party.
Charter sales
These entities are either 100% or majority owned by Sandra DiCicco Bonar or controlled by a direct family member of Sandra DiCicco Bonar. The Company does not have stated payment terms as it applies to related party sales.
(b) Debt and advances
Afinida, Inc.
Afinida Inc. (“Afinida”) is a payroll
processing company that is a subsidiary of Trucept, Inc.; Sandra DiCicco Bonar’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 Employment Services (“Innoworks”)
is a professional employer organization (“PEO”) in which a family member of Sandra DiCicco Bonar 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 $
The Company entered into a note payable with Innoworks
for $
On March 19, 2025, the Company entered into an amended
and rested note with Innoworks for $
| 17 |
On August 5, 2025, related party notes payable and
amounts due to Innoworks of $
On August 13, 2025, the Company entered into a note
payable with Innoworks for $
On November 11, 2025, related party notes payable
and amounts due to Innoworks of $
During the year ended December 31, 2025 and 2024,
additional advances from Innoworks for payroll related items were $
Prime Capital
Prime Capital (“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 rested note with Prime for $
On November 11, 2025, related party notes payable
and amounts due to Prime of $
Tipp Investments, LLC
The Company acquired a $
(c) Marketing and other
The Company paid Trucept, Inc. to perform marketing research, launch social media campaigns and improve website performance. Sandra DiCicco Bonar’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.
(d) Note from receivable from Demeter and asset transfer
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 $
| 18 |
The Company leased aircraft owned by Demeter on an hourly basis; per the terms of the management agreement, the Company paid the aircraft owner a rate per hour that the plane is used in charter sales. Amounts due to Demeter for these lease payments was included in the exchange below.
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 $21,639,368, assumed liabilities of $
8. 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.
Legal Proceedings
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, the Company is not currently a party, and Company 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 over $200,000 but no more than $1,000,000. The Company has refiled its claim in the US District Court for the Southern District of Texas, Houston Division, Civil Action No. 4:25-cv-06285 and the matter is in discovery phase of litigation.
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 (Case No. 25CU012591C) 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 parties are in the discovery phase of litigation and the company intends to continue to vigorously defend.
On December 17, 2024, the Company received a notice of investigation from the Federal Aviation Administration’s San Diego Flight Standards Office (“FSDO”). The investigation was the result of a safety complaint from a former employee. The investigation was a series of inquiries related to compliance with regulations related to corrective maintenance actions, to which the Company has responded to all requests. Premier has since implemented new policies and procedures to ensure such errors do not happen again. These new policies and procedures were provided to the FDSO in January 2025. The Company entered into a settlement agreement with the FDSO on June 17, 2026 which required the Company to pay $32,000 as a civil penalty.
On November 18, 2025, Premier Air Charter filed a
General Civil Complaint for Property Damage, Loss of Revenue, Civil Assault, Trespass to Chattel, Vandalism, and Intentional Infliction
of Emotional Distress and Indemnity against Triumph Jets and Brandon Avila in the Superior Court of the State of California for the County
of San Diego (Case No.: 25CU062180N). Repair estimates are estimated at $
Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
| 19 |
9. 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 year ended December 31, 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 $
See Note 7 for discussion of related party notes converted into Series A.
On February 19, 2026, the Company issued options
to new members of the Board of Directors. The options vest over a 12-month period and have an exercise price of $ per share. The options
expire five years after issuance. The fair value of the options granted was $0.055 per share, or $
On June 22, 2026, the Company granted options
to newly appointed Chief Financial Officer under the Company’s 2025 Omnibus Equity Incentive Plan. The options vest over a 48-month
period and have an exercise price of $ per share. The options expire five years after issuance. The fair value of the options granted
was $0.054 per share, or $
The options were valued using the Black-Scholes options pricing model with the following assumptions:
| Expected volatility | % |
| Expected term (in years) | .0 |
| Risk-free interest rate | % |
| Expected dividend yields |
11. Subsequent Events
On July 8, 2026, the Company entered into a revenue purchase agreement for $500,000. The term of the loan is 44 weeks, with an origination fee of $20,000 and total interest expense of $215,000.
The Company has evaluated subsequent events through the date these financial statements were issued and has determined that there are no other events requiring disclosure in these financial statements.
| 20 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Premier Air Charter Holdings Inc. ("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.
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 Premier Holdings shareholders will be reflected as being issued on March 11, 2025, the closing date of the acquisition. As of the date of this filing, there are 280,848,293 shares of Premier Holdings common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.
Results of operations for the three months ended June 30, 2026 and 2025
Revenues
Revenues for the three months ended June 30, 2026 as compared to June 30, 2025 totaled $5,783,795 and $7,427,321, respectively. Charter revenue decreased $1.7 million, or 23.9%, and other revenue, net, decreased $39,086. These decreases were partly offset by increases of $117,729 in maintenance revenue and $21,000 in management-fee revenue. The decrease in charter revenue primarily reflected the removal of the Paradigm fleet from our available charter fleet and the temporary unavailability of aircraft N450JB due to maintenance issues. Based on the current maintenance schedule, the Company expects N450JB to return to service by the end of August 2026, subject to completion of required maintenance and testing.
Cost of Sales
Cost of Sales for the three months ended June 30, 2026 as compared to June 30, 2025 totaled $5,5818,840 and $7,205,857, respectively, an decreases of $1,387,017, or 19.2%. The decrease primarily reflected fewer flight hours and a reduction in the contractual engine-reserve rate for the CJ3 fleet under a renegotiated arrangement with a third party, from $1,109 to $870. These savings were partly offset by costs associated with maintenance events. Because cost of sales declined more slowly than revenue, we recorded a gross loss of $35,045 compared with gross profit of $221,464. Gross margin decreased to (0.6)% from 3.0%
Operating Expenses
Operating Expenses for the three months ended June 30, 2026 as compared to June 30, 2025 totaled $870,912 and $1,045,126, respectively, a decrease of $174,214, or 16.7%. Payroll expense decreased $116,334, primarily reflecting reductions in employee headcount. Selling, general and administrative expense decreased $57,880, primarily reflecting cost-reduction initiatives. Despite these savings, operating expenses increased as a percentage of revenue to 15.1% from 14.1% because revenue declined more rapidly than operating expenses.
| 21 |
Loss from Operations
Loss from Operations for the three months ended June 30, 2026 was ($905,957) compared to ($823,662) for the three months ended June 30, 2025. The loss from operations for the three months ending June 30, 2026 increased by $82,295, or 10.0%, reflecting a $1,643,526 decline in revenue that outpaced cost reductions in the quarter. Cost of Sales decreased by $1,387,017 (including the renegotiated CJ3 lease rates and lower charter flight activity) and Operating Expenses decreased by $174,214 (pilot efficiencies and cost reduction initiatives); however, these reductions were more than offset by the revenue decline, which compressed gross margin to a negative $35,045.
Other Income (Expense)
Other Income (Expense) for the three months ended June 30, 2026 as compared to June 30, 2025 totaled ($381,441) and ($176,283), respectively, an increase of $205,158, or 116.4%. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.
Net Income (Loss)
Net Loss for the three months ended June 30, 2026 was ($1,287,398) compared to ($999,945) for the three months ended June 30, 2025. The Net Loss for the three months ending June 30, 2026 increased by $287,453, or 28.7%, driven primarily by the higher operating loss and the $205,158 increase in Other Expense (interest on aircraft leases and additional debt).
Results of operations for the six months ended June 30, 2026 and 2025
Revenues
Revenues for the six months ended June 30, 2026 as compared to June 30, 2025 decreased $315,590, or 2.4%, to $12,987,254 from $13,302,844, respectively. Charter revenue decreased $578,540, or 4.4%. This decrease was partly offset by increases of $231,985 in maintenance revenue and $56,465 in other revenue, net. The six-month comparison masks a sharp reversal in quarterly year-over-year performance: total revenue increased $1,327,936 in the first quarter but decreased $1,643,526 in the second quarter, while charter revenue increased $1,164,629 in the first quarter but decreased $1,743,169 in the second quarter. The second-quarter charter decline primarily reflected the removal of the Paradigm fleet from our available charter fleet and the temporary unavailability of aircraft N450JB due to maintenance issues.
Cost of Sales
Cost of Sales for the six months ended June 30, 2026 as compared to June 30, 2025 totaled $12,485,199 and $12,934,792, respectively, a decrease of $449,593, or 3.5%. The six-month decrease consisted of a $1,387,017 decrease in the second quarter that more than offset a $937,424 increase in the first quarter. The second-quarter decrease primarily reflected fewer flight hours and a reduction in the contractual engine-reserve rate for the CJ3 fleet under a renegotiated arrangement with a third party, partly offset by costs associated with maintenance events. Because cost of sales decreased more rapidly than revenue for the six-month period, gross profit increased $134,003 to $502,055 and gross margin improved to 3.9% from 2.8%.
Operating Expenses
Operating Expenses for the six months ended June 30, 2026 as compared to June 30, 2025 totaled $2,148,475 and $2,047,392, respectively, an increase of $101,083, or 4.9%. The six-month increase reflected a $275,297 increase in the first quarter, partly offset by a $174,214 decrease in the second quarter. Payroll expense decreased $77,396 for the six-month period, which primarily reflected reductions in employee headcount, more than offset a $38,938 first-quarter increase. Selling, general and administrative expense increased $178,479. Operating expenses increased to 16.5% of revenue from 15.4%.
| 22 |
Loss from Operations
Loss from Operations for the six months ended June 30, 2026 was ($1,646,420) compared to ($1,679,340) for the six months ended June 30, 2025. The six-month improvement consisted of a $115,215 improvement in the first quarter, partly offset by an $82,295 deterioration in the second quarter. Operating margin was approximately (12.7)% compared with (12.6)%, indicating that the small dollar improvement did not produce a meaningful margin improvement.
Other Income (Expense)
Other (Income) Expense for the six months ended June 30, 2026 as compared to June 30, 2025 totaled $797,384 and $544,210, respectively, an increase of $253,174, or 46.5%. Interest expense increased $224,372, and other income decreased $28,802.
Net Income (Loss)
Net Loss for the six months ended June 30, 2026 was ($2,443,804) compared to ($2,223,550) for the six months ended June 30, 2025. The first-quarter net loss improved $67,199, but the second-quarter net loss worsened $287,453, resulting in the six-month deterioration. The six-month change reflected $253,174 of higher other expense, net, and $101,083 of higher operating expenses, partly offset by a $134,003 improvement in gross profit.
Cash Flows
| Six months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 1,210,913 | $ | 2,206,449 | ||||
| Net cash used in investing activities | (1,384,956 | ) | (2,086,955 | ) | ||||
| Net cash provided by (used in) financing activities | 117,372 | (285,456 | ) | |||||
| Net change in cash during the period | $ | (56,671 | ) | $ | (165,962 | ) | ||
Cash flow from Operating Activities
During the six months ended June 30, 2026, the Company incurred a Net Loss of ($2,443,804) compared to ($2,223,550) for the six months ending June 30, 2025. This decrease in cash provided was primarily driven by an increase in accounts receivable.
Cash flow from Investing Activities
During the six months ended June 30, 2026, the Company used $1,384,956 of cash investing in aircraft and supporting engine maintenance contracts, compared to cash used of $2,086,955 for the six months ended June 30, 2025.
Cash flow from Financing Activities
During the six months ended June 30, 2026, the Company generated a net amount of $117,372 from long-term debt compared to cash used of $285,456 for the six months ended June 30, 2025, which was used to pay down long-term debt and aircraft financing lease obligations.
| 23 |
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 June 30, 2026, the Company had current assets of $5,316,623 and current liabilities of $22,126,649 compared with current assets of $3,727,772 and current liabilities of $16,333,220 at December 31, 2025, representing a working capital deficit of $16,810,026 and $12,605,448, respectively. In addition, the loan described in Note 6 requires a balloon payment of $3,595,153 on September 2, 2026. 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 as well as continued financial support from related parties.
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. 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.
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 Holdings Inc. incurred net losses of $2,443,804 and $2,223,550 during the six months ended June 30, 2026 and 2025, 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.
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.
| 24 |
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 Premier Holdings audited financial statements for the years ended December 31, 2025, and 2024 financial statements for a full discussion of our critical accounting policies.
| 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 Chief 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 June 30, 2026, 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 three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 25 |
PART II - OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, the Company is not currently a party, and Company 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 over $200,000 but no more than $1,000,000. The Company has refiled its claim in the US District Court for the Southern District of Texas, Houston Division, Civil Action No. 4:25-cv-06285 and the matter is the discovery phase of litigation.
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 (Case No. 25CU012591C) 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 parties are in the discovery phase of litigation and the company intends to continue to vigorously defend.
On December 17, 2024, the Company received a notice of investigation from the Federal Aviation Administration’s San Diego Flight Standards Office (“FSDO”). The investigation was the result of a safety complaint from a former employee. The investigation was a series of inquiries related to compliance with regulations related to corrective maintenance actions, to which the Company has responded to all requests. Premier has since implemented new policies and procedures to ensure such errors do not happen again. These new policies and procedures were provided to the FDSO in January 2025. The Company entered into a settlement agreement with the FDSO on June 17, 2026 which required the Company to pay $32,000 as a civil penalty.
On November 18, 2025, Premier Air Charter filed a General Civil Complaint for Property Damage, Loss of Revenue, Civil Assault, Trespass to Chattel, Vandalism, and Intentional Infliction of Emotional Distress and Indemnity against Triumph Jets and Brandon Avila in the Superior Court of the State of California for the County of San Diego (Case No.: 25CU062180N). Repair estimates are estimated at $53,495, in addition to a loss of revenue exceeding $75,000 due to grounding during repair time, as well as treble, punitive and exemplary damages, reasonable attorneys fees, interest and such other relief. The parties are in the discovery phase of litigation and intend to continue pursuing the recovery.
Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputational harm, and other factors.
| 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, 2025. 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 |
None.
| 26 |
| ITEM 3. | Defaults Upon Senior Securities |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
During the quarter
ended June 30, 2026, no director or officer of the Company
| 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 | ||
| 3.8 | Certificate of Amendment to Designations of Preferences and Rights of Series A Preferred Stock, filed November 7, 2025 | Incorporated by reference to Exhibit 3.1 filed on Form 8-K with the Securities and Exchange Commission on November 13, 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 Prime 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 |
| 27 |
| Exhibit No. | Description | Incorporation by Reference | ||
| 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 | ||
| 10.6 | Conversion Agreement dated November 11, 2025, by and between the Company and Innoworks Employment Services, Inc. | Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on November 13, 2025 | ||
| 10.7 | Conversion Agreement dated November 11, 2025, by and between the Company and Prime Capital HR | Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on November 13, 2025 | ||
| 10.8 | Form of Independent Director Engagement Agreement | Incorporated by reference to Exhibit 10. filed on Form 8-K with the Securities and Exchange Commission on February 25, 2026 | ||
| 10.9 | Form of Nonstatutory Stock Option Agreement | Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on February 25, 2026 | ||
| 10.10 | Offer Letter, dated June 9, 2026, by and between the Company and Matt Aune | Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on June 26, 2026 | ||
| 10.11 | Employee Nonstatutory Stock Option Agreement, dated June 22, 2026, by and between the Company and Matt Aune | Incorporated by reference to Exhibit 10.2 filed on Form 8-K with the Securities and Exchange Commission on June 26, 2026 | ||
| 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 pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act | |||
| 31.2* | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act | |||
| 32.1* | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 32.2* | Certification of Chief Financial 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: August 14, 2026 | |
|
/s/ Sandra DiCicco Bonar Sandra DiCicco Bonar Chief Executive Officer (Principal Executive Officer) | |
| /s/ Ross David Gourdie | |
| Ross David Gourdie | |
| President, Treasurer and Director | |
| (Principal Accounting Officer) | |
| /s/ Matt Aune | |
| Matt Aune | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
| 29 |