Premier Air Charter Holdings Inc.: Form 10-Q for the period ended Sep 30, 2025

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”). 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. These financial statements reflect the financial statements of Premier as of September 30, 2025 and December 31, 2024, and for the nine months ended September 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 280,848,293 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:

(unaudited)

(unaudited)

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 September 30, 2025 and 2024

Revenues

Revenues for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $7,073,341 and $4,021,355, respectively. The Company realized approximately $3,051,986 in Charter Revenue from aircraft added to the fleet during 2025. This gain was offset by the following:

• a $11,481 increase 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 $3,026,647 improvement in legacy aircraft Charter Revenue and additional aircraft added Charter Revenue; and
• a $9,162 increase in Aircraft Management & Other Revenue

Cost of Sales

Cost of Sales for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $7,522,487 and $4,174,136, respectively, an increase of $3,348,351. The increase in cost of revenues was primarily the result of approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft, and $987,132 in the cost of fuel.

Operating Expenses

Operating Expenses for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $1,036,937 and $771,981, respectively, an increase of $264,956. This increase is primarily due to an $97,135 increase in selling, general and administrative fees incurred to support the Premier Air Charter merger, and a $169,751 increase in salaries to support operations.

Loss from Operations

Loss from Operations for the three months ended September 30, 2025 was ($1,486,083) compared to ($924,762) for the three months ended September 30, 2024. The loss from operations for the three months ending September 30, 2025 is primarily due to the following:

• Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft;
• Aircraft maintenance costs of approximately $232,875 that are no longer passed on to customers through aircraft management contracts;
• Increase salaries and wages of $358,174 to support aircraft operations;

Other (Income) Expense

Other (Income) Expense for the three months ended September 30, 2025 as compared to September 30, 2024 totaled $318,775 and $259,473, respectively, a increase of $59,302. 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 September 30, 2025 was ($1,804,858) compared to ($1,184,235) for the three months ended September 30, 2024. The Net Loss for the three months ending September 30, 2025 is primarily due to the following:

• Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft;
• Aircraft maintenance costs of approximately $232,875 that are no longer passed on to customers through aircraft management contracts;
• Increase salaries and wages of $358,174 to support aircraft operations;
• Increased interest expense of $15,994 incurred in financing aircraft.

Results of operations for the nine months ended September 30, 2025 and 2024

Revenues

Revenues for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $20,376,185 and $15,296,059, respectively. The Company realized approximately $5,080,126 in Charter Revenue from aircraft added to the fleet in 2025. This gain was offset by the following:

• a ($699,812) 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 $5,802,309 improvement in legacy aircraft Charter Revenue and additional aircraft added charter revenue; and
• a ($52,000) reduction in Aircraft Management & Other Revenue

Cost of Sales

Cost of Sales for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $20,457,279 and $14,038,952, respectively, and increase of $6,418,327. The increase in cost of revenues was primarily the result of approximately $4,783,748 in pre-charter revenue operating costs of acquired aircraft and approximately $1,634,579 in flight expenses.

Operating Expenses

Operating Expenses for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $3,084,329 and $2,346,512, respectively, an increase of $737,817. This increase is primarily due to an $54,321 increase in consulting fees, $118,755 in professional fees, and $50,477 in marketing incurred to support the Premier Air Charter merger, and $30,602 in postage and shipping, and a $280,476 increase in salaries to support operations.

Loss from Operations

Loss from Operations for the nine months ended September 30, 2025 was ($3,165,423) compared to ($1,089,405) for the nine months ended September 30, 2024. The loss from operations for the first nine months ending September 30, 2025 is primarily due to the following:

• Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft;
• Aircraft maintenance costs of approximately $2,676,263 that are no longer passed on to customers through aircraft management contracts;
• Increased salaries and wages of $280,476 to support aircraft operations;
• Increased SG&A fee of $365,725 to support the Premier Air Charter merger.

Other (Income) Expense

Other (Income) Expense for the nine months ended September 30, 2025 as compared to September 30, 2024 totaled $862,985 and $539,447, respectively, and increase of $323538. This Other Expense increase is primarily attributable interest expense related to aircraft leases and additional debt.

Net Loss

Net Loss for the nine months ended September 30, 2025 was ($4,028,408) compared to ($1,628,852) for the nine months ended September 30, 2024. The Net Loss for the nine months ended September 30, 2025 is primarily due to the following:

• Approximately $2,361,219 in pre-charter revenue operating costs of acquired aircraft;
• Aircraft maintenance costs of approximately $2,676,263 that are no longer passed on to customers through aircraft management contracts;
• Increased salaries and wages of $933,411 to support aircraft operations;
• Increased SG&A fee of $365,725 to support the Premier Air Charter merger;
• Increased interest expense of $516,530 incurred in financing aircraft.

Cash Flows

Cash flow from Operating Activities

During the nine months ended September 30, 2025, the Company incurred a Net Loss of ($4,028,408) compared to ($1,628,852) for the first nine months ending September 30, 2024. This negative impact to cash was primarily offset by an increase of $1,572,635 in amounts due to related parties.

Cash flow from Investing Activities

During the nine months ended September 30, 2025, the Company used $3,113,249 of cash investing in aircraft and supporting engine maintenance contracts, compared to cash used of $287,141 for the nine months ended September 30, 2024.

Cash flow from Financing Activities

During the nine months ended September 30, 2025, the Company used $680,861 in cash to pay down long-term debt and aircraft financing lease obligations offset by additional borrowing of $3,155,144, compared to cash used of $1,622,644 for the nine months ended September 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 September 30, 2025, the Company had current assets of $810,460 and current liabilities of $13,055,983 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 of which there is no guarantee. The Company currently relies on advances from related parties to fund operations. As of September 30, 2025, related party payables totaled $4.9 million, with no formal repayment terms for $1.42 million in payroll advances. The $3.0 million line of credit with Tipp Investments, LLC (12% interest, matures December 31, 2025) remains undrawn but is the Company’s only committed financing source. If related party support ceases, the Company would need to significantly reduce expenses to continue 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 or if we do close such financing that they will be on acceptable terms.

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 $4,028,408 and $1,628,852 during the nine months ended September 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.

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.

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.

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 September 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 nine months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.