OTC: PREM

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

Year ended December 31,:
2025
2024

(unaudited)
(unaudited)

Revenues
$31,877,508
$20,751,139

Net loss
$(3,865,621)
$(2,578,798)

Loss per share -basic and diluted
$(0.01)
$(0.00)

At December 31, 2024, there were no significant assets or liabilities
of Premier Holdings, accordingly, no proforma balance sheets are presented.

The Premier Business

Premier is a San Diego, California-based aircraft
charter business that provides luxury aviation serving an international community of aviation enthusiasts. Premier specializes in creating
trusted partnerships within the aviation industry to deliver bespoke aviation solutions for its clients. Premier’s fleet of aircraft
includes everything from light jets, turbojets and mid-large jets. Drawing on decades of experience, Premier’s aviation experts
oversee every aspect of the jet charter business, including private charters, aircraft management and sales.

Our mission is rooted in ensuring the highest levels
of safety, security, and customer care for every flight.

We achieve this by relentlessly pursuing excellence.
Our approach involves a rigorous recruitment and training process, employing expert professionals who meticulously manage and maintain
our fleet of complex equipment, with proven safety and security measures integrated into every aspect of our operations.

Premier directly maintains and operates aircraft to
deliver a uniquely secure, seamless, and customer-centric travel experience.

Our highly trained pilots, support staff, and tailored
flight solutions ensure every client journey reflects our unwavering commitment to service and excellence. As we continue to grow, we
are focused on expanding our fleet, enhancing our technological capabilities, and leading the charge in sustainable aviation practices.

The Federal Aviation Administration (“FAA”)
is the principal regulator of civil aviation safety matters. As applied to our business, Premier possesses an air carrier certificate
issued by the FAA in accordance Title 14 of the Code of Federal Regulations (“14 C.F.R.”) Part 119, and possesses Operations
Specification issued pursuant to 14 C.F.R. Part 135, authorizing Premier to engage in on-demand air-taxi operations.

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Premier exclusively operates the following ten aircraft
in accordance with the following lease terms:

Type of Aircraft
Tail Number

Monthly

Payment

Term

Purchase

Option

Engine

Program

Maintenance Cost Responsibility

Challenger 601
N207JB
$14,699
23 mo
yes
yes
yes

Challenger 601
N813MS (formerly N614AF)
$26,772
23 mo
yes
yes
yes

Gulfstream IV
N236CA
$53,078
23 mo
yes
yes
yes

Gulfstream IV
N450EJ
$48,377
20 mo
yes
yes
yes

Citation X
N214WT
$28,000
59 mo
no
yes
yes

Citation X
N713FL
$28,000
59 mo
no
yes
yes

Citation X
N265AV
$28,000
59 mo
no
yes
yes

Citation CJ3
N795KG
$64,800
Monthly
no
yes
yes

Citation CJ3
N973CG
$64,800
Monthly
no
yes
yes

Cessna 750
N910DP
$56,509
60 mo.
no
yes
yes

Competition in the Air Charter Business

The jet air charter services market size is estimated
to be $13.65 billion with an average compound annual growth rate of 7.84% according to a 2025 report entitled Private Jet Charter Services
Market Analysis - Industry Growth, Size & Forecast Report (2025-2030) by Mordor Intelligence (https://www.mordorintelligence.com/industry-reports/private-jet-charter-services-market).
Major competitors serving the jet air charter business include NetJets, Flexjet, Wheels Up, VistaJet, Magellan Jets, and XOJet, with NetJets
generally considered the largest and most dominant player based on its extensive fleet and market share across fractional ownership, leasing
and private jet card programs.

Key aspects of competition in the jet charter market
include:

Fleet size and variety - Companies compete
based on the size and range of aircraft they offer to cater to different needs and budgets.

Fleet availability - Companies compete based
on aircraft positioning and availability to meet customer flight and schedule needs.

Service level and customization - Providing
highest levels of aircraft safety, security and customer wellbeing.

Pricing and cost structure - Competition exists
in terms of the ability to provide customers with competitive hourly jet charter rates at a cost structure that that results in profitable
aircraft operations.

Global reach - Companies with a wider network
of destinations and operational capabilities can attract more international clients.

Technology and online platforms - User-friendly
booking systems and digital tools for managing flights can be a competitive advantage.

These competitors are larger and have greater financial
resources than Premier. To be successful in the air charter business, a company must have desirable aircraft to charter at reasonable
rates that are available on demand and that satisfy all federal safety and security standards.

Competitive Strengths of Premier

Premier believes that it can compete successfully
in the air charter business based upon the many years of experience that its leadership team has in the private aviation industry, including
the skills and contacts necessary to procure and contract for the right to use aircraft assets, the ability to operate aircraft at the
highest levels of safety, security and customer wellbeing, and the capability to repair and maintain aircraft.

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Growth Strategy

Our growth strategies are focused on:

·
Continuously building and improving our team of experts that meet/exceed the high and rigorous safety, security, and customer wellbeing demands in operating jet aircraft.

·
Investing in aircraft that meet the needs of our customers and provide a favorable return on investment.

·
Continuing to expand vertically integrated aircraft maintenance operations to optimize ability to meet and exceed aircraft safety requirements and optimize aircraft availability and operating cost.

·
Expanding customer base and flight routes by obtaining required certifications to operate jet aircraft that carry 10 or more passengers.

·
Continuing to capture industry synergies by working together to meeting customer needs with available aircraft and providing aircraft maintenance services.

Government Regulation

We are subject to government
regulation at local, state, federal, and international levels. The scope of these regulations is broad, covering a wide range of subjects
that include, but are not limited to, those summarized below.

The Federal Aviation Administration
(“FAA”) is the principal regulator of civil aviation safety matters. As applied to our business, Premier possesses
an air carrier certificate issued by the FAA in accordance Title 14 of the Code of Federal Regulations (“14 C.F.R.”)
Part 119, an Operations Specification issued pursuant to 14 C.F.R. Part 135, authorizing Premier to engage in on-demand air-taxi operations.

The FAA’s regulations
touch on many aspects of civil aviation, including:

·
Certification and oversight of air carriers;

·
Aircraft inspection, maintenance, repair, and registration;

·
Flight crewmember and maintenance technician training, certification, and surveillance;

·
Monitoring drug and alcohol testing for safety-sensitive personnel;

·
Airport and airport facility design, construction, and maintenance;

·
Air traffic control system oversight, management, training, and maintenance;

There are many FAA regulations that may impact our
operations and business. They include but are not limited to the following Parts found in Title 14 of the C.F.R.

“Part 43” contains
the regulations for aircraft maintenance, preventative maintenance, rebuilding, and alteration. This Part prescribes the requirements
to perform all aircraft maintenance, including the documentation, inspection, and applicable processes and standards.

“Part 91” contains
the general operating rules for flight safety. These rules govern all flight operations, including private and commercial operations,
except to the extent that the commercial operations are subject to additional rules found in other parts of the FAA regulations.

“Part 119” contains
rules that govern air carriers. This Part prescribes air carrier certificate requirements, requirements for management personnel employed
by an air carrier (i.e. Director of Operations, Director of Maintenance, etc.), and it states which operations are not required to be
conducted under Part 135.

“Part 120” contains
drug and alcohol testing requirements for Part 135 air carriers and Part 145 repair stations. This Part also contains requirements for
record keeping and addressing positive alcohol and drug testing results.

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“Part 135” contains
additional rules that apply to commercial “on-demand” operations, including crew member rest and duty requirements.

“On-demand” operations
include flights where the departure location, departure time, and arrival location are specifically negotiated with the customer or the
customer’s representative.

As the operator of our nation’s
air traffic control system, the FAA is responsible for air traffic management. From time to time, the FAA may restrict certain airspace
for safety or national security concerns. For example, the FAA may implement a Temporary Flight Restriction (“TFR”) after
a natural disaster to reserve certain airspace for emergency response aircraft. TFRs and other airspace restrictions may impact our ability
to takeoff or land at certain airports and may also require us to select alternate flight routes. Most TFRs and other airspace restrictions
are temporary and have little to no impact on our flight operations.

The U.S. Department of Transportation
(“DOT”) is the principal regulator of economic matters in the aviation industry. DOT oversees the operations of Premier,
which operates as an air taxi under a DOT 14 C.F.R. Part 298 exemption that provides certain exemptions from some economic regulatory
provisions of Subtitle VII of Title 49, and provides regulations related to various consumer protections applicable to Premier. These
regulations include economic authority to conduct business as an air carrier, as well as consumer protection and insurance requirements
that apply to our air carrier business operations.

DOT also enforces U.S. laws
governing the citizenship of air carriers. We must ensure that we meet DOT’s citizenship requirements so that Premier can maintain
its air carrier certificate. This means that Premier must be under the actual control of U.S. citizens (as defined in 49 U.S.C.
Section 40102(a)(15)), and must satisfy certain other requirements, including that its president/chief executive officer and at least two-thirds of
its board of directors and other managing officers are U.S. citizens, and that at least 75% of its voting stock is owned and controlled,
directly and indirectly, by U.S. citizens. The amount of non-voting stock that may be owned or controlled by non-U.S. citizens
is limited as well.

National Transportation Safety
Board (“NTSB”) is an independent agency that oversees aircraft accident investigations. NTSB regulations governing accident
notification are contained in 14 CFR Part 830. NTSB does not regulate aviation, but it does have the authority to issue subpoenas in conjunction
with accident investigations. NTSB may, at its discretion, delegate accident investigation duties to the FAA.

The Transportation Security
Administration (“TSA”) is an agency under the Department of Homeland Security (“DHS”). TSA is the principal regulator
of security in aviation. This includes security in commercial air transportation and at airports. Because of the type of aircraft that
we operate and because we operate under Part 135, our passengers undergo security screening by Premier. We are required to have
twelve-five standard security program which is reviewed and accepted by TSA. TSA may require us to make certain updates to our security
program from time to time. Because of security considerations, we are prohibited from disclosing the contents of our program.

Customs and Border Protection
(“CBP”), also an agency of DHS, is the principal regulator of customs and immigration matters. CBP also enforces certain public
health matters affecting the aviation industry. When our operations include an international flight, we must provide CBP with an
advance disclosure of passenger information, facilitate CBP’s inspection of baggage, and help ensure the proper disposal of any
foreign-originating refuse on the aircraft. CBP also oversees entry and clearance into the U.S. This includes importing a foreign-based
aircraft into the U.S. for purchase, issuing international arrival clearances for landing in the U.S., and issuing overflight permits
for certain international flight arrivals.

The Occupational Safety and
Health Administration (“OSHA”) is the principal federal regulator of safety in the workplace. OSHA governs safety requirements
in our aircraft maintenance operations. For example, employees may be required to wear a safety harness and certain personal protective
equipment when performing maintenance-related tasks.

Most airports where we operate
are owned and operated by state and local government entities. These airport authorities have the right to impose certain safety, security,
and other regulations so long as they do not conflict with federal law. Airport authorities also have extensive property rights that empower
them to impose conditions on airport facility use and airport property and building leases, including passenger facility charges and related
fees. Airports that accept federal funds are required to adhere to certain grant assurance requirements (contracts) with the federal government.
Airport tenants are required to adhere to certain grant assurance requirements, and sometimes terms in airport lease agreements are less
favorable than would be customary for real estate or other transactions outside of an airport environment.

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Privacy and Data Protection

As part of our day-to-day business operations
and the services we provide, including through our website and mobile application, we receive collect, store, process, transmit, share,
and use various kinds of personal information pertaining to our employees, members and other travelers, aircraft owners and buyers, and
business partners. A variety of federal, state, local, and foreign laws and regulations apply, or could in the future apply as our business
grows and expands, to our processing of that personal information, depending on the nature of the information we process and the locations
of the individuals to whom it pertains, among other factors.

These laws and regulations are continually evolving
and are subject to potentially differing interpretations, including as to their scope and applicability to our business. They may include,
but are not limited to, comprehensive consumer privacy and data protection laws such as the California Consumer Privacy Act of 2018 and
the European Union’s General Data Protection Regulation and state data security and data breach notification laws that apply to
certain sensitive categories of personal information, such as government-issued identification numbers and personal financial and health
information.

When and to the extent these laws and regulations
apply they can impose a range of obligations on our business. Those obligations can include, among other requirements, providing individuals
with privacy notices and giving them an opportunity to opt in or out of our processing or sharing of their personal information; offering,
and fulfilling individuals’ requests to exercise, various rights with respect to our use, disclosure, and retention of the personal
information we maintain; implementing physical, technical, and organizational security measures to safeguard personal information; and
notifying individuals and regulatory authorities in the event personal information is subject to unauthorized access or disclosure. Violations
of these laws and regulations can give rise to enforcement actions by governmental agencies, and to private lawsuits for damages and other
forms of relief.

Human Capital

As of December 31, 2025, the Company had a total of
49 employees who are located in the United States. Employees in the U.S. receive health benefits on a cost-sharing basis.

Recent Developments

Merger

On February 16, 2024, Premier Holdings entered
into an Agreement and Plan of Merger (the “Merger Agreement”) among 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
exchanged 85% of its shares of common stock for all issued and outstanding shares of Premier common stock and Merger Sub was merged into
Premier (the “Merger”).

On March 5, 2025, the Premier Holdings, 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 Premier Holdings and
Premier Holdings 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.

6

Changes in Executive Officers and Directors

On the close of business on March 11, 2025, Leonard
Lovallo resigned as an executive officer and director of Premier Holdings. The resignation of Mr. Lovallo was not the result of any disagreement
with Premier Holdings on any matter relating to the Premier Holdings’ operations, policies, practices, or otherwise. The Board approved
and accepted the resignations.

On March 11, 2025, Sandra J. DiCicco Bonar was
appointed as Chairman of the Board of Directors of the Premier Holdings, and Vincent Monteparte, Ross David Gourdie and Amy Scannell were
appointed members of the Board of Directors. Further, Ms. DiCicco Bonar was appointed to serve as the Premier Holdings’ Chief Executive
Officer and Mr. Gourdie was appointed as the Premier Holdings’ President, Secretary and Treasurer.

On May 7, 2025, Sandra J. DiCicco Bonar resigned
as Chairman and Vincent Monteparte was appointed as the new Chairman of Premier Holdings.

Change in Fiscal Year

On March 11, 2025, the Board approved a change
in fiscal year end of the Premier Holdings from March 31st to December 31st.

The Board’s decision to change the fiscal
year end was related to the Merger Agreement and the closing of the acquisition of Premier. As a result of the Merger and the other transactions
contemplated thereunder, Premier is now a wholly owned subsidiary of the Premier Holdings. Premier’s financial statements will
survive and become the post-transaction company's financial statements and the fiscal year end of Premier is December 31st; therefore,
the Board approved the change in the Premier Holdings’ fiscal year end.