Air T amends 8-K to clarify Arena acquisition consideration and discloses potential minority investment in NewCo

AIR T INC

Air T, through Crestone, agreed to acquire Arena Aviation Partners for ~$20M cash plus contingent payments estimated >$10M, closing expected in ~2 months.
Crestone entered a non-binding term sheet for a $10M convertible preferred equity investment in NewCo at an $80M valuation, with earn-out up to $40M.
Crestone management is negotiating to invest up to 5% minority interest in NewCo, with terms not final.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AIR T INC entered into Share Purchase Agreement with Arena, the sellers party thereto (collectively, the "Sellers"), and Dirk Jan Smit, as Securityholders' Agent valued at approximately $20 million (effective 2026-03-08).

Action: entry
Agreement: asset purchase
Counterparty: Arena, the sellers party thereto (collectively, the "Sellers"), and Dirk Jan Smit, as Securityholders' Agent
Value: approximately $20 million
Effective: 2026-03-08

Exact text from the filing

On March 8, 2026, the Company, through Crestone Air Partners, Inc. (the “ Purchaser ” or “ Crestone ”), entered into a Share Purchase Agreement (the “ Purchase Agreement ”) with Arena, the sellers party thereto (collectively, the “ Sellers ”), and Dirk Jan Smit, as Securityholders’ Agent, pursuant to which Purchaser agreed to acquire all of the outstanding shares of Arena.

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Source: SEC EDGAR

accession 0000353184-26-000035

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