8-K
filed March 11, 2025, 7:59 PM ET
ticker PREM
CIK 0001570937
M&A
confidence high
sentiment neutral
materiality 0.85
Premier Air Charter Holdings Inc. (PREM): auditor change — Altair International completes reverse merger with Premier Air Charter; control shifts to Premier shareholders
Premier Air Charter Holdings Inc.
- On March 11, 2025, Altair closed merger with Premier Air Charter, issuing 237,871,049 shares (85% of outstanding) to TIPP Aviation.
- Leonard Lovallo resigned; Sandra J. DiCocco appointed CEO and Chairman, Ross Gourdie President, Secretary, Treasurer.
- Former auditor Fruci & Associates II dismissed; Macias Gini & O'Connell LLP appointed as new independent registered public accounting firm.
- Fiscal year changed from March 31 to December 31; next fiscal year end is December 31, 2024.
- Premier is a luxury charter operator; under new management revenue grew from $1M to $20M annually.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Premier Air Charter Holdings Inc. dismissed Fruci & Associates II, PLLC as its auditor.
- Action
- dismissal
- Auditor
- Fruci & Associates II, PLLC
- Successor
- Macias Gini & O'Connell LLP
Exact text from the filing
ssociates with respect to election of officers or other matters, except as set forth herein. 2 Item 4.01. Change in Registrant's Certifying Accountant. (a) Prior to the completion of the Merger, Premier’s independent accountant was Macias Gini & O'Connell LLP (“New Auditor”) and the Company’s independent accountant was Fruci & Associates II, PLLC (“Former Auditor”). On March 11. 2025, the Board of Directors of the Company approved the dismissal of the Former Auditor as the Company’s independent registered public accounting firm, as a result of the completion
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Leonard Lovallo resigned as Executive Officer and Director at Premier Air Charter Holdings Inc..
- Action
- resigned
- Role
- Executive Officer and Director
Exact text from the filing
On the close of business on March 11, 2025, Leonard Lovallo resigned as an executive officer and director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Vincent Monteparte was appointed as Member of the Board of Directors at Premier Air Charter Holdings Inc..
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On March 11, 2025, Sandra J. DiCocco was appointed as Chairman of the Board of Directors of the Company, and Vincent Monteparte, Ross David Gourdie and Amy Scannell were appointed members of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ross David Gourdie was appointed as President, Secretary and Treasurer at Premier Air Charter Holdings Inc..
- Action
- appointed
- Role
- President, Secretary and Treasurer
Exact text from the filing
Further, Ms. DiCocco was appointed to serve as the Company's Chief Executive Officer and Mr. Gourdie was appointed as the Company's President, Secretary and Treasurer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amy Scannell was appointed as Member of the Board of Directors at Premier Air Charter Holdings Inc..
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On March 11, 2025, Sandra J. DiCocco was appointed as Chairman of the Board of Directors of the Company, and Vincent Monteparte, Ross David Gourdie and Amy Scannell were appointed members of the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sandra J. DiCocco was appointed as Chairman of the Board and Chief Executive Officer at Premier Air Charter Holdings Inc..
- Action
- appointed
- Role
- Chairman of the Board and Chief Executive Officer
Exact text from the filing
On March 11, 2025, Sandra J. DiCocco was appointed as Chairman of the Board of Directors of the Company, and Vincent Monteparte, Ross David Gourdie and Amy Scannell were appointed members of the Board of Directors. Further, Ms. DiCocco was appointed to serve as the Company's Chief Executive Officer and Mr. Gourdie was appointed as the Company's President, Secretary and Treasurer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Premier Air Charter Holdings Inc.: Changed fiscal year end from March 31 to December 31 (effective 2025-03-11).
- Change
- fiscal year change
- Effective
- 2025-03-11
Exact text from the filing
On March 11 2025, the Board approved a change in fiscal year end of the Company from March 31st to December 31st.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Premier Air Charter Holdings Inc. underwent a change of control involving Premier Air Charter, Inc. (closed 2025-03-11).
- Action
- change of control
- Counterparty
- Premier Air Charter, Inc.
- Closing
- 2025-03-11
Exact text from the filing
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 the Company and the Company issuing TIPP 237,871,049 shares of common stock.
View on SEC.gov
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