UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

PREMIER AIR CHARTER HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56312	99-0385465
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
2006 Palomar Airport Road, Suite 210, Carlsbad, CA		92011
(Address of principal executive offices)		(Zip Code)

(858) 239-0788

(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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 ☐
Non-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 13, 2025, there were 279,848,293 shares of the registrant’s $0.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27

2

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements.” When contained in this Report, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors discussed from time to time in this Report, including the risks described under Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report and in other documents which we file with the Securities and Exchange Commission (“SEC”). In addition, such statements could be affected by risks and uncertainties related to:

· the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities;

· 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

3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			December 31,
	2025			2024
Assets
Cash	$	59,266		$	225,228
Accounts receivable, net allowance of $72,405 and $72,405, respectively		262,249			121,833
Other receivables		218,374			461,933
Due from related parties, current portion		293,239			179,098
Prepaid expenses and other current assets		9,025			9,025
Total current assets		842,153			997,117
Property and equipment, net		7,626,832			6,444,402
Right of use assets - operating		4,995,976			5,426,543
Right of use assets - financing		11,679,946			12,003,034
Investment - related party		37,833			85,474
Maintenance reserves		3,468,423			2,795,488
Total assets	$	28,651,163		$	27,752,058
Liabilities and Stockholder’s Equity (Deficit)
Accounts payable and accrued expenses	$	3,374,584		$	2,261,700
Long-term debt, current portion		199,190			166,410
Deferred revenue		342,944			192,820
Due to related parties		2,594,639			31,144
Right of use liabilities - operating		1,292,602			1,287,785
Right of use liabilities - financing		1,091,916			1,091,916
Long-term debt, related parties, current portion		755,744			326,844
Total current liabilities		9,651,619			5,358,619
Right of use liabilities - operating, net of current portion		3,703,374			4,138,758
Right of use liabilities - financing, net of current portion		8,959,179			9,164,630
Long-term debt, net of current portion		3,604,777			3,669,352
Long-term debt, related parties, net of current portion		6,515,794			6,980,729
Total liabilities		32,434,743			29,312,088
Commitments and contingencies (Note 7)
Stockholders’ Equity (Deficit)
Preferred stock: par value $0.001; 10,000 shares authorized; no shares issued and outstanding		–			–
Common stock: par value $0.001; 5,000,000,000 shares authorized; 279,848,293 and 237,871,049 issued and outstanding, respectively		279,848			237,871
Additional paid-in capital		40,000			40,000
Accumulated deficit		(4,103,428	)		(1,837,901	)
Stockholders’ deficit		(3,783,580	)		(1,560,030	)
Total liabilities and total stockholders’ equity (deficit)	$	28,651,163		$	27,752,058

The accompanying notes are an integral part of these financial statements.

4

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	7,427,321		$	5,387,164		$	13,302,844		$	11,274,704
Cost of sales		7,205,857			4,848,182			12,934,792			9,864,816
Gross profit		221,464			538,982			368,052			1,409,888
Operating expenses
Payroll and related expenses		464,329			414,100			833,074			722,349
Selling, general and administrative		580,797			419,210			1,214,318			852,182
Total operating expenses		1,045,126			833,310			2,047,392			1,574,531
Income (loss) from operations		(823,662	)		(294,238	)		(1,679,340	)		(164,643	)
Other (income) expense, net
Interest expense		307,989			241,445			614,510			261,116
Other expenses		(131,706	)		(38,144	)		(70,300	)		18,858
Total other (income) expense, net		176,283			203,301			544,210			279,974
Net loss	$	(999,945	)	$	(497,539	)	$	(2,223,550	)	$	(444,617	)
Net loss per basic and diluted	$	(0.00	)	$	0.00		$	(0.01	)	$	0.00
Weighted average number of common shares outstanding, basic and diluted		247,848,293			237,871,049			263,757,016			237,871,049

The accompanying notes are an integral part of these financial statements.

5

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Common Stock				Additional Paid-in		Retained			Total Stockholder's Equity
	Shares		Amount		Capital		Earnings			(Deficit)
Balance, December 31, 2023		237,871,049	$	237,871	$	–	$	1,246,731		$	1,484,602
Net loss		–		–		–		52,922			52,922
Balance, March 31, 2024		237,871,049	$	237,871	$	–	$	1,299,653		$	1,537,524
Net liabilities assumed over assets forgiven with Demeter		–		–		–		(396,265	)		(396,265	)
Net loss		–		–		–		(497,539	)		(497,539	)
Balance, June 30, 2024		237,871,049	$	237,871	$	–	$	405,849		$	643,720

	Common Stock				Additional Paid-in		Retained			Total Stockholder's Equity
	Shares		Amount		Capital		Earnings			(Deficit)
Balance, December 31, 2024		237,871,049	$	237,871	$	40,000	$	(1,837,901	)	$	(1,560,030	)
Acquisition of Premier Air Charter Inc.		41,977,244		41,977		–		(41,977	)		–
Net loss		–		–		–		(1,223,605	)		(1,223,605	)
Balance, March 31, 2025		279,848,293	$	279,848	$	40,000	$	(3,103,483	)	$	(2,783,635	)
Net loss		–		–		–		(999,945	)		(999,945	)
Balance, June 30, 2025		279,848,293	$	279,848	$	40,000	$	(4,103,428	)	$	(3,783,580	)

The accompanying notes are an integral part of these financial statements.

6

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2025			2024
Cash flows from operating activities
Net income (loss)	$	(2,223,550	)	$	(444,617	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		554,678			126,192
Impairment on investment in related party		47,641			42,737
Changes in operating assets and liabilities:
Accounts receivable		(140,416	)		(6,039	)
Other receivables		243,559			(167,029	)
Due from/to related parties		2,461,529			921,165
Prepaid expenses and other current assets		–			114,895
Accounts payable and accrued expenses		1,112,884			607,793
Deferred revenue		150,124			(458,403	)
Net cash provided by operating activities		2,206,449			736,694
Cash flows from investing activities
Acquisition of property and equipment		(1,414,020	)		(285,387	)
Purchase of engine reserves		(672,935	)		(53,523	)
Net cash used in investing activities		(2,086,955	)		(338,910	)
Cash flows from financing activities
Payments on financing lease obligations		(205,451	)		(11,288	)
Proceeds from long-term debt		107,000			120,000
Repayments of long-term debt		(138,795	)		(14,802	)
Repayments of long-term debt, related parties		(48,210	)		(384,072	)
Net cash used in financing activities		(285,456	)		(290,162	)
Net change in cash		(165,962	)		107,622
Cash at beginning of period		225,228			129,871
Cash at end of the period	$	59,266		$	237,493
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest	$	–		$	249,495
Non-cash investing and financing activities
Items related to Demeter receivable exchange:
Notes receivable and advances	$	–		$	6,403,528
Increase of property and equipment	$	–		$	2,442,320
Increase in maintenance reserves	$	–		$	2,638,745
Assumed notes payable	$	–		$	1,050,259
Right of use assets - operating and financing leases	$	–		$	16,976,930
Right of use liabilities - operating and financing leases	$	–		$	15,000,473

The accompanying notes are an integral part of these financial statements.

7

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.          Organization and Business

Formation and Business of the Company

Altair International Corp., formerly Premier Air Charter, LLC, (“Premier”) was acquired by Tipp Aviation, LLC (“Tipp Aviation” or “Tipp”) on July 1, 2019 (acquisition date). Premier was a 100% owned subsidiary of Tipp Aviation. Tipp Aviation is a subsidiary of Tipp Investments, LLC.

Premier is a San Diego-based jet charter company that provides private charter flights, aircraft management services, and aircraft maintenance. The Premier has its registered office address at 2006 Palomar Airport Road, Suite 210, Carlsbad, CA 92011, which is also the principal place of business.

On February 16, 2024, Premier converted to a C-Corporation whereby the 300,000 membership units outstanding at Premier Air Charter, LLC were exchanged for 10,000 shares of the Company’s no par value common stock.

On May 30, 2025, Altair International Corp. changed its name to Premier Air Charter Holdings Inc.

Altair Merger Agreement

On February 16, 2024, Altair International Corp. (“Altair”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Premier Air Charter, Inc. (“Premier”), Premier Air Charter Merger Sub, Inc. (“Merger Sub”) and TIPP Aviation, LLC, the sole shareholder of Premier (“TIPP”). Under the terms of the Merger Agreement, Altair will exchange 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub will be merged into Premier (the “Merger”). The officers and directors of Premier are now the officers and directors of Altair following the Merger. On March 5, 2025, the Altair, Premier, Merger Sub and TIPP entered into an Amended Merger Agreement amending various procedural items of the Merger Agreement (the “Amended Merger Agreement”). On March 11, 2025, the Merger closed whereby Merger Sub merged with and into Premier with Merger Sub ceasing to exist, Premier becoming a wholly owned subsidiary of Altair and Altair issuing TIPP 237,871,049 shares of common stock. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

Following the Closing, Premier was deemed the accounting predecessor of the Merger and will be the successor registrant for SEC purposes, meaning that Premier’s financial statements for previous periods, include the financial statements included herein, will be disclosed in this and future periodic reports filed with the SEC.

The Merger was accounted for as a reverse recapitalization. Under this method of accounting, Altair is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the operations of Premier for all periods presented and the operations of Altair from March 11, 2025 to June 30, 2025. In addition, these financial statements capture the capital structure of Altair and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders have been reflected as being issued on March 11, 2025, the closing date of the acquisition. As of the date of this filing, there are 279,848,293 shares of Altair common stock issued and outstanding.

8

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:

Six months ended June 30,:	2025			2024
	(unaudited)			(unaudited)
Revenues	$	13,302,844		$	11,274,704
Net loss	$	(2,242,642	)	$	(761,967	)
Loss per share -basic and diluted	$	(0.00	)	$	(0.00	)

At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.

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, 2025, the Company has incurred a net loss.

There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses. As of June 30, 2025, the Company owes $7.5 million to related parties. Also, even though the Company secured additional financing on favorable terms in the form of a line of credit from a related party in August 2024, if the Company is not able to 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 six months ended June 30, 2025, and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-KT for the year ended December 31, 2024.

9

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Use of Estimates

The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses and the disclosure in the Company’s financial statements and accompanying notes. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.

Assets and liabilities that are subject to judgment and use of estimates include the determination of an allowance for doubtful accounts, deferred revenue, and estimates used in the Company’s going concern analysis.

Concentration of Credit Risk

Accounts receivable are spread over many customers. Credit quality is monitored on an ongoing basis, and reserves for estimated credit losses are recorded as needed. There was one customer that accounted for 7% and 13% of revenue for the six months ended June 30, 2025 and 2024, respectively. There were two customers that accounted for 85% and 89% of accounts receivable as of June 30, 2025 and December 31, 2024, respectively.

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, 2025 and December 31, 2024, The Company’s investment – related party is considered a level 2 item as the fair market value is based upon the common stock of Dalrada Financial Corporation.

10

ALTAIR INTERNATIONAL CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenues

The Company’s disaggregated revenues comprised of the following for the six months ended June 30:

	June 30,		June 30,
	2025		2024
Charter sales	$	13,098,902	$	10,308,822
Management fees		25,500		77,500
Maintenance revenues		158,240		870,495
Other revenues		20,202		17,888
Total:	$	13,302,844	$	11,274,704

Net Income Per Share

Net income per share is computed by dividing net income by the weighted average shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of shares and dilutive share equivalents outstanding. The Company does not have any dilutive securities outstanding for the periods presented within these financial statements.

Operating Segments and Related Disclosures

We manage our company as one reportable operating segment, The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer. Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the company and decides how to better allocate resources based on consolidated net loss that is reported on the Consolidated Statements of Operations. Our objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our operations segment are the same as those described in the summary of significant accounting policies herein.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs issued to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our financial statements.

Accounting Standard Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). In December 2023, the FASB issued ASU 2023-09, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 on January 1, 2025, did not have a significant impact on the Company operations.

11

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3.          Financial Statement Elements

Property and Equipment

Property and equipment, net, as of June 30, 2025 and December 31, 2024 consists of the following:

	June 30,			December 31,
	2025			2024
Aircraft and improvements	$	7,962,375		$	6,548,355
Equipment		121,437			121,437
Building Signage		12,885			12,885
Vehicles		3,000			3,000
Furniture		11,239			11,239
Total:		8,110,936			6,696,916
Less accumulated depreciation		(484,104	)		(252,514	)
Total property and equipment	$	7,626,832		$	6,444,402

Maintenance Reserves

The Company is a party to long term service contracts to perform engine replacement and major maintenance. These contracts extend the useful life of an engine by providing major maintenance and/or replacement engines to mitigate risk of lost charter revenue due to aircraft downtime. These contracts require the Company to pay in advance, prior to services being performed or replacement parts being provided. Payments made for such contracts for aircraft operated under operating leases are expensed as incurred. Payments made for the long-term service contracts for aircraft owned or financed are capitalized as incurred on the balance sheet and not depreciated. When the engine reserve company replaces or performs major maintenance, the cost of that event is then capitalized and depreciated over the useful life of the replacement part/service life of the major maintenance/replacement.

4.          Right of Use Assets and Liabilities

Right of Use - Operating

The Company has a month-to-month lease for its office, ramp and hanger space in Carlsbad, California. The Company entered into a lease amendment on February 14, 2023, increasing the monthly rent to $7,108. The Company entered into another lease amendment on February 1, 2024 which increased the monthly rent to $9,438. Effective September 1, 2024, the Company entered into a revised lease agreement for a period of 60 months expiring on August 31, 2029. Under the terms of the agreement, the Company’s initial monthly payment is $28,371 increasing by a minimum of 3% per annum each subsequent year. On September 1, 2024, the Company recorded a right of use asset and liability – operating of $1,317,020. The Company used an imputed interest rate of 12.9%.

12

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As discussed in Note 6, in May 2024, the Company and Demeter signed an Aircraft Asset Rights Transfer Agreement which included leases on four aircraft. At the time of assignment, the Company recorded right of use assets and liabilities – operating of $4,558,913 and $4,558,193, and right of use assets and liabilities – financing of $12,433,818 and $10,520,064, respectively. The Company accounted for the assets and liabilities assumed at their carrying value due to both entities being under common control. The operating leases are payable in monthly payments ranging from $25,000 to approximately $32,000 through December 2029 and contained an initial imputed interest rates ranging from 7.75% and are secured by the equipment being leased.

For the six months ended June 30, 2025 and 2024, the Company recorded total operating lease expense of approximately $431,000 and $150,000, respectively. As of June 30, 2025, the weighted average remaining lease term and the weighted average discount rate for the operating leases was 4.5 years and 9.04%, respectively.

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 $8,894,298.

For the six months ended June 30, 2025, amortization expense of right of use assets – financing was approximately $162,000. For the six months ended June 30, 2025, interest expense associated with the right of use liabilities – financing was approximately $71,000. As of June 30, 2025, the weighted average remaining lease term and the weighted average discount rate for the financing leases was 2.75 years and 6.5%, respectively.

5.          Long-Term Debt

On July 25, 2020, the Company received a loan in the amount of $92,300 from the U.S. Small Business Administration, authorized under Section 7(b) of the Small Business Act (SBA). Installment payments, including principal and interest of $451, are due monthly beginning twelve months from the loan effective date, with an interest rate of 3.75% per annum. The outstanding loan balance at June 30, 2025 and December 31, 2024 was $0, and $2,813 respectively.

In June 2024, the Company received a loan of $120,000 from a third party to be used in operations. The monthly loan payments of $11,349 commence on July 25, 2024 and continue until June 25, 2025. The loan incurs interest at a rate of 24.00% per annum. The outstanding loan balance at June 30, 2025 and December 31, 2024 was $0 and $63,546.49, respectively.

In April 2025, the Company received a loan of $107,000 from a third party to be used in operations. The monthly loan payments of $10,118 commenced on May 3, 2025 and will continue until May 3, 2026. The loan incurs interest at a rate of 24.00% per annum. The outstanding loan balance at June 30, 2025 and December 31, 2024 was $82,561 and $0, respectively.

As part of the transfer from Demeter as noted in Note 6, the Company assumed a loan with a third party of $1,050,259. The loan incurs interest at 12.0% per annum and requires monthly payments of $20,154 and a balloon payment of $1,040,169 in July 2024. The loan was secured by the aircraft. In July 2024, the aircraft securing the loan was sold and a portion of the sales proceeds were used to satisfy the loan in full.

In September 2024, in connection with the purchase of an aircraft, the Company entered into a loan with a third party for $3.8 million. The loan incurs interest at 12.9% per annum and requires 24 monthly payments of $48,377 and a balloon payment of $3,595,153 on September 2, 2026. The loan is secured by the aircraft and guaranteed by the Company’s shareholder. The outstanding loan balance at June 30, 2025 and December 31, 2024 was $3,745,833 and $3,769,402, respectively.

13

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6.          Related Party Transactions

The tables below summarize the Company’s transactions and balances with its related parties as of June 30, 2025 and for the six months ended June 30, 2025 and 2024:

For the Six Months Ended June 30, 2025

Entity Name	Nature of Transactions	Transaction Amount, Net During the Quarter ended June 30, 2025			Outstanding Balance as of June 30, 2025		Affiliation, Terms and Conditions
Due from Related Parties
Demeter Harvest	Charter Sales	$	300		$	21,374	Refer to (d)
Demeter N207JB	Charter Sales		13,089			4,125	Refer to (d)
Demeter N265AV	Charter Sales		–			20,750	Refer to (d)
Demeter N555DH	Charter Sales		–			3,493	Refer to (d)
Demeter N713FL	Charter Sales		(29,377	)		2,000	Refer to (d)
Demeter N813MS	Charter Sales		–			39,067	Refer to (d)
Genefic, Inc.	Charter Sales		–			8,500	Refer to (d)
Tipp Investments	Charter Sales		–			27,704	Refer to (d)
					$	127,014
Due to Related Parties
Afinida - Note	Promissory note payable	$	–		$	485,720	Refer to (e)
Prime Capital Inc - Note	Promissory note payable		–			366,549	Refer to (e)
Innoworks - Note	Promissory note payable		–			6,419,269	Refer to (e)
Innoworks - Advances	Accounts payable - Payroll		2,565,646			–	Refer to (i)
Afinida - Marketing	Marketing		44,538			8,993	Refer to (g)
Tipp Investments	Marketing		80,000			20,000	Refer to (g)
					$	7,300,532
Others
Dalrada Financial Corp.	Investment	$	18,216		$	37,833	Refer to Note 3

14

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

For the Six Months Ended June 30, 2024

Entity Name	Nature of Transactions	Transaction Amount, Net During the Quarter ended June 30, 2024			Outstanding Balance as of June 30, 2024		Affiliation, Terms and Conditions
Due from Related Parties
Demeter	Pass-through costs	$	501,592		$	–	Refer to (a), (l)
	Maintenance revenue		691,907			–	Refer to (a), (b), (l)
	Management fees		46,750			–	Refer to (a), (c), (l)
Demeter Harvest	Rent		600			100	Refer to (c)
Demeter N555DH	Charter Sales		4,624			4,640	Refer to (d)
					$	4,740
Due to Related Parties
Afinida - Note	Promissory note payable	$	(259,555	)	$	663,599	Refer to (e)
Innoworks - Note - February 2024	Promissory note payable		(82,376	)		2,673,952	Refer to (e)
Prime Capital Inc - Note	Promissory note payable		(104,395	)		481,973	Refer to (e)
Innoworks - Advances	Accounts payable – Aircraft Rental		469,913			–	Refer to (e)
Innoworks - Advances	Accounts payable - Payroll		1,794,224			1,586,535	Refer to (e)
					$	5,406,059
Others
Dalrada Financial Corp.	Investment	$	(42,737	)	$	238,208	Refer to Note 3

15

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(a) Pass-through costs

Per the terms of management agreements between the Company and aircraft owners, certain aircraft expenses are the responsibility of the owners. However, the Company will pay for these costs on behalf of the owners and then invoice for the recovery of these amounts, which the Company refers to as “pass-through” costs. The Company has an aircraft management agreement for aircraft usage from Demeter Harvest Corp. (“Demeter”), an affiliated company owned by Sandra DiCicco, the majority owner of Tipp. As of June 30, 2025, the Company had pass-through amounts invoiced totaling $0 due from Demeter. As of December 31, 2022, the Company had a verbal agreement for repayment with Demeter. In October 2023, the Company entered into a note receivable arrangement with Demeter, see (j) and (m) below.

(b) Maintenance revenue

The Company began performing in-house maintenance on aircrafts in 2022. In prior years, aircrafts were sent to third party mechanics for service.

(c) Management fees

Per the terms of the management agreements between the Company and aircraft owners, a management fee is invoiced to owners on a monthly basis for the management of the aircraft, which primarily consists of handling administrative tasks in order to manage the rental of the planes. As of June 30, 2025, the Company doesn’t have an active management agreement with a related party.

(d) Charter sales

For the six months ended June 30, 2025 and 2024, the Company had charter sales transactions with affiliates totaling $13,389 and $4,624, respectively, and had outstanding receivable balances totaling $127,014 as of June 30, 2025. These entities are either 100% or majority owned by Sandra DiCicco or controlled by a direct family member of Sandra DiCicco. The Company does not have stated payment terms as it applies to related party sales.

(e) Debt

Afinida Inc. (“Afinida”) is a payroll processing company that is a subsidiary of Trucept, Inc.; Sandra DiCicco’s family member is the Chairman of the Board at Trucept, Inc. From the period July 1, 2019 through January 30, 2022, Afinida paid certain payroll costs (salaries and wages) for the Company. It was verbally agreed that the Company would pay Afinida for these amounts in the future, but formal terms were not documented until June 2022, when a formal Promissory Note was put in place. The Promissory Note converted outstanding payroll services invoices due to Afinida as of December 31, 2021 in the amount of $1,674,032 into a note, payable over 36 months with a simple interest of 5%, and with the first payment due on July 1, 2022. On March 19, 2025, the Company entered into an amended and restated note with Afinida for $501,483 which represented the amounts due to Afinida at December 31, 2024. Under the terms of the amended note, monthly principal and interest payments of $15,715 will commence on October 1, 2025 for period of 36 months. The amended note incurs an annual interest rate of 8%.

16

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Innoworks Employment Services (“Innoworks”) is a professional employer organization (“PEO”) in which a family member of Sandra DiCicco exercises significant influence over the operations. From the period February 1, 2022 through December 31, 2023, Innoworks paid certain payroll costs (salaries and wages) for the Company. It was verbally agreed that the Company would pay Innoworks for these amounts in the future. As of December 31, 2023, no written agreement existed. However, in February 2024, a formal Promissory Note was put in place. The Promissory Note converted all outstanding payroll services invoice due to Innoworks as of December 31, 2023 in the amount of $2,756,327 into a note, payable over 96 months, with a simple interest of 5%, and with the first payment due on March 1, 2024.

The Company entered into a note payable with Innoworks for $1,629,954 on August 1, 2024 for unpaid accounts from January 1, 2024 to June 30, 2024. The note is payable in monthly installments of $23,042 over a period of eight years and incurs interest at 8% per annum. First payment was to be made on December 1, 2024.

On March 19, 2025, the Company entered into an amended and restated note with Innoworks for $6,419,269 which represented the amounts due to Innoworks at December 31, 2024. Under the terms of the amended note, monthly principal and interest payments of $55,680 will commence on October 1, 2025 for period of 120 months. The amended note incurs an annual interest rate of 8%.

Prime Capital HR (“Prime”), which has a family member of the Company employed at Prime, has an agreement with Tipp to collect funds for and disperse such funds on behalf of Tipp; as such, it is a related party. From the period January 1, 2021 through December 31, 2021, Prime provided $153,514 to Premier to help finance operations. As of December 31, 2021, Prime had advanced a total of $817,209 to Premier. It was verbally agreed that the Company would pay Prime for these amounts in the future, but formal terms were not documented until July 2022, when a formal Promissory Note was put in place. The Promissory Note in the amount of $817,209 represents the amount due to Prime as of December 31, 2021, payable over 42 months, with a simple interest of 5%, and with the first payment due on August 1, 2022. On March 19, 2025, the Company entered into an amended and restated note with Prime for $386,821 which represented the amounts due to Prime at December 31, 2024. Under the terms of the amended note, monthly principal and interest payments of $17,495 will commence on October 1, 2025 for period of 24 months. The amended note incurs an annual interest rate of 8%.

The Company acquired a $3,000,000 line of credit with Tipp Investments, LLC on August 1, 2024, with annual interest of 12% and a maturity date of December 31, 2025. As of June 30, 2025, there have been no draws on the line of credit.

(f) Leases

The Company leased aircraft owned by Demeter on an hourly basis; per the terms of the management agreement, the Company pays the aircraft owner a rate per hour that the plane is used in charter sales. See (m) below for exchange with Demeter.

(g) Marketing and other

The Company paid Trucept, Inc. to perform marketing research, launch social media campaigns and improve website performance. Sandra DiCicco’s family member is the Chairman of the Board at Trucept, Inc.

From time to time the Company utilizes related entities to provide catering, repair work and placement agent services.

17

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(h) Not used

(i) Advances from related party

During the six months ended June 30, 2025 and 2024, additional advances from Innoworks for payroll related items were $2,565,646 and $1,794,224, and had an outstanding balance of $0 as of June 30, 2025. See (e) above for 2024 amounts converted into a promissory note.

(j) Note from receivable from related party

On January 9, 2023, the Company signed a Promissory Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2021 in the amount of $2,164,913 into a note receivable, payable over 46 months, with a simple interest of 5%, and with the first payment of $49,417 to be received on February 1, 2023. As of December 31, 2023, the remaining balance of the note receivable is $2,027,453. See (m) below for exchange of this note receivable for aircraft and right-of-use assets and lease liabilities during the year ended December 31, 2024.

On October 23, 2023, the Company signed a Promissory Note agreement with Demeter. The Promissory Note converted outstanding net amounts due from Demeter as of December 31, 2022 in the amount of $2,724,415 into a note receivable, payable over 72 months, with a simple interest of 5%, and with the first payment to be received on October 31, 2024. As of December 31, 2023, the remaining balance of the note receivable is $2,590,932. See (l) below for exchange of this note receivable for aircraft and right-of-use assets and lease liabilities during the year ended December 31, 2024. See (l) below for exchange with Demeter.

(k) Prepaid expenses - Demeter

On December 31, 2023, the Company paid for AvMax lease payments on behalf of Demeter totaling $108,628. This was recorded as a prepaid asset for the Company to offset future payments due to Demeter which was done as party of the Demeter exchange. See (m) below for exchange with Demeter.

(l) Revenue from related parties

For the six months ended June 30, 2025 and 2024, the Company recorded revenue from related parties totaling $0 and $1,240,199, which consists of $0 and $501,592 for charter sales, $0 and $189,000 for management fee income, and $0 and $691,907 for maintenance revenue, respectively.

(m) Exchange of Note Receivable for Demeter Assets

In May 2024, Demeter signed an Aircraft Asset Rights Transfer Agreement to include Right of Usage of aircraft tail numbers: N614AF, N207JB, N236CA, and N555DH. This agreement transferred the Right to Use (includes all Demeter revenue share) and the Net Book Value of the assets and liabilities to the Company. The net assets include various right-of-use assets and lease liabilities, improvements made to the right-of-use assets, deposits on engine reserves, and other deposits. The Company received assets totaling $21,639,368, assumed liabilities of $16,129,236 and relieved $6,403,529 in amounts due from Demeter resulting in a difference of $893,397 which was recorded as a reduction of capital. On the date of transfer, the Company recorded assets consisting of $2,320,690 in property and equipment, $2,325,946 in maintenance reserves, $16,992,731 in right of use assets and total liabilities of $16,129,236 related to right of use liabilities and assumed notes payable, The Company accounted for the assets and liabilities assumed at their carrying value due to both entities being under common control.

18

PREMIER AIR CHARTER HOLDINGS INC.

(FORMERLY ALTAIR INTERNATIONAL CORP.)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7.          Commitments and Contingencies

Indemnification

Under the Company’s amended and restated Certificate of Incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date, and the Company has a director and officer insurance policy that may enable it to recover a portion of any amounts paid for future claims.

Legal Proceedings

The Company is currently not a party to any legal proceedings, nor is the Company aware of any threatened or pending litigations. However, from time to time in the future, the Company could be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of business, which may have a material adverse effect on the Company’s results of operations or financial position.

On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc. in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief. The Company believes the complaint is without merit and will vigorously defend. As of the date of these financial statements no amounts have been accrued in connection with this complaint.

8.          Subsequent Events

The Company has evaluated events subsequent to June 30, 2025 to assess the need for potential recognition or disclosure. Such events were evaluated through the date these financial statements were available to be issued.

Subsequent to June 30, 2025, related party notes payable and amounts due to Innoworks of $6,419,269 was converted into 100,000 shares of Series A Preferred Stock (“Series A”).

On August 5, 2025, the Company authorized the issuance of 100,000 shares of Series A. The Series A has a stated value of 64.19 per share and is convertible into common stock at $0.04 per share. The Series A holders vote on an as converted basis. 

19

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Altair Organization

Premier Air Charter Holdings Inc. (f/k/a Altair International Corp.) (“Premier Holdings” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on December 12, 2012. The Company primarily operates through its wholly owned subsidiary, Premier Air Charter, Inc., a California corporation (“Premier”). Altair together with its subsidiary, is referred to in this Form 10-Q report (“Form 10-Q”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-Q to refer to the Company.

On March 11, 2025, Premier Holdings acquired Premier. As a result of this acquisition, Premier Holdings’ business is comprised solely of the business of Premier. This Merger was accounted for as a reverse recapitalization. Under this method of accounting, Premier Holdings is treated as the acquired company for financial statement reporting purposes. These financial statements reflect the financial statements of Premier as of June 30, 2025 and December 31, 2024, and for the six months ended June 30, 2025 and 2024.

In addition, these financial statements capture the capital structure of Premier Holdings and reflect only the 237,871,049 common shares issued to the former Premier shareholder as being outstanding from the inception of Premier. The 41,977,244 common shares retained by the historical Altair shareholders will be reflected as being issued on March 5, 2025, the closing date of the acquisition. As of the date of this filing, there are 279,848,293 shares of Altair common stock issued and outstanding. Any reference to the “Company” within these financial statements is a reference to Premier.

Unaudited proforma financial statements of Altair and Premier had the acquisition taken place on January 1, 2024 are as follows:

Six months ended June 30,:	2025			2024
	(unaudited)			(unaudited)
Revenues	$	13,302,844		$	11,274,704
Net income (loss)	$	(2,242642	)	$	(761,967	)
Loss per share - basic and diluted	$	(0.01	)	$	(0.00	)

At December 31, 2024, there were no significant assets or liabilities of Altair, accordingly, a proforma balance sheet is not presented.

Results of Operations

Results of operations for the three months ended June 30, 2025 and 2024

Revenues

Revenues for the three months ended June 30, 2025 as compared to June 30, 2024 totaled $7,427,321 and $5,387,164, respectively. The Company realized approximately $816,415 in Charter Revenue from aircraft added to the fleet during 2025. This gain was offset by the following:

· a ($121,721) reduction in Maintenance Revenue realized from aircraft management contracts that have been converted to aircraft leases where the Company now has full right of aircraft use;

· a $1,223,742 improvement in legacy aircraft Charter Revenue; and

· a ($12,750) reduction in Aircraft Management & Other Revenue

20

Cost of Sales

Cost of Sales for the three months ended June 30, 2025 as compared to June 30, 2024 totaled $7,205,857 and $4,848,182, respectively, an increase of $2,357,675. The increase in cost of revenues was primarily the result of approximately $969,550 in pre-charter revenue operating costs of acquired aircraft, and $782,829 in the cost of fuel.

Operating Expenses

Operating Expenses for the three months ended June 30, 2025 as compared to June 30, 2024 totaled $1,045,126 and $833,220, respectively, an increase of $211,906. This increase is primarily due to an $72,067 increase in consulting fees incurred to support the Premier Air Charter merger, and a $139,839 increase in salaries to support operations.

Loss from Operations

Loss from Operations for the three months ended June 30, 2025 was ($823,662) compared to ($294,238) for the three months ended June 30, 2024. The loss from operations for the three months ending June 30, 2025 is primarily due to the following:

· Approximately $970,000 in pre-charter revenue operating costs of acquired aircraft;

· Aircraft maintenance costs of approximately $100,000 that are no longer passed on to customers through aircraft management contracts; 

· Increase salaries and wages of $139,839 to support aircraft operations;

· Increased taxes of $66,456 to support the Premier Air Charter merger.

Other (Income) Expense

Other (Income) Expense for the three months ended June 30, 2025 as compared to June 30, 2024 totaled $176,283 and $203,301, respectively, a decrease of $27,018. This Other Expense decrease is primarily attributable interest expense related to aircraft leases and additional debt.

Net Loss

Net Loss for the three months ended June 30, 2025 was ($999,945) compared to ($497,539) for the three months ended June 30, 2024. The Net Loss for the three months ending June 30, 2025 is primarily due to the following:

· Approximately $970,000 in pre-charter revenue operating costs of acquired aircraft;

· Aircraft maintenance costs of approximately $100,000 that are no longer passed on to customers through aircraft management contracts;

· Increase salaries and wages of $139,839 to support aircraft operations;

· Increased Taxes of $66,456 to support the Premier Air Charter merger;

· Increased interest expense of $142,815 incurred in financing aircraft.

Results of operations for the six months ended June 30, 2025 and 2024

Revenues

Revenues for the six months ended June 30, 2025 as compared to June 30, 2024 totaled $13,302,844 and $11,274,704, respectively. The Company realized approximately $1,260,493 in Charter Revenue from aircraft added to the fleet in 2025. This gain was offset by the following:

· a ($712,254) reduction in Maintenance Revenue realized from aircraft management contracts that have been converted to aircraft leases where the Company now has full right of aircraft use;

· a $767,647 improvement in legacy aircraft Charter Revenue; and

· a ($52,000) reduction in Aircraft Management & Other Revenue

21

Cost of Sales

Cost of Sales for the six months ended June 30, 2025 as compared to June 30, 2024 totaled $12,934,792 and $9,864,816, respectively, and increase of $3,069,976. The increase in cost of revenues was primarily the result of approximately $2,058,456 in pre-charter revenue operating costs of acquired aircraft and approximately $926,551 in flight expenses.

Operating Expenses

Operating Expenses for the six months ended June 30, 2025 as compared to June 30, 2024 totaled $2,047,392 and $1,574,531, respectively, an increase of $472,861. This increase is primarily due to an $35,400 increase in consulting fees, $94,882 in professional fees, and $35,985 in marketing incurred to support the Premier Air Charter merger, and a $110,725 increase in salaries to support operations.

Loss from Operations

Loss from Operations for the six months ended June 30, 2025 was ($1,679,340) compared to ($164,643) for the six months ended June 30, 2024. The loss from operations for the first six months ending June 30, 2025 is primarily due to the following:

· Approximately $2,100,000 in pre-charter revenue operating costs of acquired aircraft;

· Aircraft maintenance costs of approximately $160,000 that are no longer passed on to customers through aircraft management contracts; 

· Increased salaries and wages of $110,725 to support aircraft operations;

· Increased SG&A fee of $239,417 to support the Premier Air Charter merger.

Other (Income) Expense

Other (Income) Expense for the six months ended June 30, 2025 as compared to June 30, 2024 totaled $544,210 and $279,974, respectively, and increase of $264,236. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.

Net Loss

Net Loss for the six months ended June 30, 2025 was ($2,223,550) compared to ($444,617) for the six months ended June 30, 2024. The Net Loss for the six months ended June 30, 2025 is primarily due to the following:

· Approximately $2,100,000 in pre-charter revenue operating costs of acquired aircraft;

· Aircraft maintenance costs of approximately $160,000 that are no longer passed on to customers through aircraft management contracts;

· Increased salaries and wages of $110,725to support aircraft operations;

· Increased SG&A fee of $239,417 to support the Premier Air Charter merger;

· Increased interest expense of $500,535 incurred in financing aircraft.

Cash Flows

	Six Months Ended
	June 30,
	2025			2024
Net cash provided by operating activities	$	2,206,449		$	736,694
Net cash used in investing activities		(2,086,955	)		(338,910	)
Net cash used financing activities		(285,456	)		(290,162	)
Net change in cash during the period	$	(165,962	)	$	107,622

22

Cash flow from Operating Activities

During the six months ended June 30, 2025, the Company incurred a Net Loss of ($2,223,550) compared to ($444,617) for the first six months ending June 30, 2024. This negative impact to cash was primarily offset by an increase of $1,398,010 in amounts due to related parties.

Cash flow from Investing Activities

During the six months ended June 30, 2025, the Company used $2,086,955 of cash investing in aircraft and supporting engine maintenance contracts, compared to cash used of $338,910 for the six months ended June 30, 2024.

Cash flow from Financing Activities

During the six months ended June 30, 2025, the Company used $285,456 in cash to pay down long-term debt and aircraft financing lease obligations, compared to cash used of $290,162 for the six months ended June 30, 2024.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Liquidity and Capital Resources

At June 30, 2025, the Company had current assets of $842,153 and current liabilities of $9,651,619 compared with current assets of $997,117 and current liabilities of $5,358,619 at December 31, 2024. The continuation of the Company as a going concern is dependent upon generating additional charter revenue growth by improving current aircraft fleet charter operations, and obtaining cost effective financing to invest in additional charter aircraft.

Future Financings

We will continue to rely on related parties, equity sales of our common shares or debt financing arrangements in order to continue to fund our business operations. 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, Inc., incurred net losses of $2,223,550 and $444,617 during the six months ended June 30, 2025 and 2024, respectively. Although these losses were primarily the result of investments in aircraft and supporting operational infrastructure, these losses and limited working capital raise substantial doubt about our ability to continue as a going concern.

There can be no assurance that the Company will be successful in obtaining additional funding, or that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding will be sufficient to continue operations in future years. In addition, support of the Company’s operations is dependent on receiving support from related parties which primarily consists of financial support for revenue and operating expenses.

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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.

We are also incurring increased costs as a publicly traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

Critical Accounting Policies

Refer to our Altair International Corp. unaudited financial statements for the quarter ended March 31, 2025 for a discussion of critical accounting policies. 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and accordingly do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and\or private placements of common stock. No assurance can be given that such funds will be available.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Principal Financial Officer performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of June 30, 2025, the Company’s disclosure controls and procedures are not effective to ensure that the information required to be disclosed by the Company in the report that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, we are not currently a party, and our property is not subject to, any other material pending legal proceedings, other than ordinary routine litigation incidental to the business.

On May 31, 2024, Demeter Harvest Corp. (“Demeter”) and Premier filed a Petition and Demand against Empyreal Jet, Inc. in the district court located in Harris County, Texas (Cause No. 2024-34231/Court: 281 claiming Breach of Contract, Promissory Estoppel, seeking damages of over $200,000 but no more than $1,000,000.

On March 11, 2025, a former employee filed a General Civil Complaint for Damages against Premier and Innoworks Employment Services, Inc.  in the Superior Court of the State of California for the County of San Diego, Central Division claiming retaliation and wrongful employment termination seeking general and special damages each in the amount of $35,000 as well as punitive and exemplary damages, reasonable attorney fees, interest and such other relief.

ITEM 1A. RISK FACTORS

Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On August 5, 2025, the Company entered into a Conversion Agreement (the “Agreement”) with Innoworks Employment Services, Inc. (the “Holder”). Pursuant to the Agreement, the Company exchanged an aggregate principal amount of $6,419,269.43 in debt (the “Debt”), including accrued interest thereon, owed by the Company’s wholly-owned subsidiary, Premier Air Charter, Inc., to the Holder, for 100,000 shares of the Company’s Series A Preferred Stock (the “Settlement Shares”).

The issuance of the above securities is exempt from the registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated, modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

Exhibit No.	Description	Incorporation by Reference
2.1	Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated February 16, 2024	Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on February 21, 2024
2.2	Agreement and Plan of Merger among Altair International Corp., Premier Air Charter, Inc., Premier Air Charter Merger Sub, Inc. and TIPP Aviation, LLC dated March 5, 2025	Incorporated by reference to Exhibit 2.2 filed on Form 8-K with the Securities and Exchange Commission on March 11, 2025
3.1	Articles of Incorporation dated December 20, 2012	Incorporated by reference to Exhibit 3.1 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013
3.2	Certificate of Amendment dated August 24, 2018	Incorporated by reference to Exhibit 3.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.3	Certificate of Amendment dated October 1, 2021	Incorporated by reference to Exhibit 3.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.4	Certificate of Amendment dated January 11, 2023	Incorporated by reference to Exhibit 3.4 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
3.5	Bylaws	Incorporated by reference to Exhibit 3.2 filed on Form S-1 with the Securities and Exchange Commission on July 29, 2013
3.6	Certificate of Designation of Series A Preferred Stock of Premier Air Charter Holdings Inc. dated August 6, 2025	Incorporated by reference to Exhibit 3.1 filed on Form 8-K with the Securities and Exchange Commission on August 8, 2025
4.1	Description of the Registrant’s Securities	Incorporated by reference to Exhibit 4.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.1	Amended and Restated Promissory Note payable to Innoworks Employment Services, Inc. dated March 19, 2025	Incorporated by reference to Exhibit 10.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.2	Amended and Restated Promissory Note payable to Primer Capital HR dated March 19, 2025	Incorporated by reference to Exhibit 10.2 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.3	Amended and Restated Promissory Installment Note payable to Afinida Inc. dated March 19, 2025	Incorporated by reference to Exhibit 10.3 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
10.4	Conversion Agreement, dated as of August 5, 2025, by and between Premier Air Charter Holdings Inc. and Innoworks Employment Services, Inc.	Incorporated by reference to Exhibit 10.1 filed on Form 8-K with the Securities and Exchange Commission on August 8, 2025
14.1	Code of Ethics	Incorporated by reference to Exhibit 14.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
16.1	Letter from Macias Gino & O’Connell LLC	Incorporated by reference to Exhibit 16.1 filed on Form 8-K with the Securities and Exchange Commission on June 27, 2025
19	Insider Trading Policy	Incorporated by reference to Exhibit 19 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
21.1	List of Subsidiaries	Incorporated by reference to Exhibit 21.1 filed on Form 10-K with the Securities and Exchange Commission on April 7, 2025
31.1*	Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act
32.1*	Certification of Chief Executive Officer and Principal Financial 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, 2025
	/s/ Sandra DiCicco Bonar Sandra DiCicco Bonar Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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