8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549  

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FORM 8-K 

______________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 01, 2022

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AIR T, INC.

(Exact Name of Registrant as Specified in Charter)  

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Delaware	001-35476	52-1206400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5930 Balsom Ridge Road

Denver, North Carolina 28037

(Address of Principal Executive Offices, and Zip Code)

________________(828) 464-8741__________________

Registrant’s Telephone Number, Including Area Code

Not applicable___

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AIRT	NASDAQ Global Market
Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)	AIRTP	NASDAQ Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐	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.

Item 7.01    Regulation FD Disclosure

On July 1, 2022, a newly formed wholly-owned subsidiary of Air T. Inc. (the “Company”) called Crestone Air Partners, Inc. (“Crestone”), assumed the roles of sourcing and managing the assets of the previously announced aircraft joint venture formed by the Company and certain partners in May 2021. The joint venture was formed as a scalable asset management platform to complement the Company’s existing operating businesses, and Crestone will be instrumental in managing and growing that platform. A copy of the press release dated July 8, 2022 issued by the Company with respect to Crestone is attached to this Report as Exhibit 99.1

The information contained in Item 7.01 to this Current Report on Form 8-K (including Exhibits 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release dated July 8, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 8, 2022

AIR T, INC.

By: /s/ Brian Ochocki

Brian Ochocki, Chief Financial Officer

EX-99.1

AIR T INC ANNOUNCES FORMATION OF CRESTONE AIR PARTNERS - INDEPENDENT YET INTERRELATED DIVISION FOCUSING ON LEASING AND MANAGING COMMERCIAL AVIATION ASSETS

Minneapolis, July 8, 2022 — AIR T, INC (NASDAQ: AIRT) today announced the formation of Crestone Air Partners, Inc. (“Crestone”), a wholly owned subsidiary focused on trading, leasing, and managing commercial aviation assets. Crestone’s leadership has over 100 years of combined aviation industry experience. Crestone will service our previously announced aircraft asset management joint venture (the "2021 JV"), and work closely with our capital partners to invest in aviation assets through the 2021 JV. As of June 30, 2022, the 2021 JV has deployed nearly $100 million of equity with the possibility of an additional $300 million if all upsize options are executed.

As Air T’s newest business unit, Crestone Air Partners is a spin-off from Air T’s 79% owned subsidiary, Contrail Aviation Support, LLC. Crestone commences operations with an established platform, including a diverse portfolio of airline customers and assets.

Crestone will grow through the acquisition of mid-to-end of life commercial jet aircraft and engines subject to lease, on behalf of our 2021 JV. Crestone also intends to acquire, on behalf of our 2021 JV, off-lease assets for redeployment and end-of-life optimization. Crestone offers competitive and flexible terms to prospective lessees. Crestone brings unique value to transactions by drawing on the expertise of interrelated aviation specialist subsidiary businesses across the Air T family.

Nick Swenson, CEO of Air T: “We’re excited about the formation of Crestone and welcome the team’s coming of age as an independent, stand-alone business within the Air T family. Crestone’s mission is to build a dynamic, full-service aviation asset management platform with a diverse portfolio of commercial jet aircraft and engines subject to lease with airlines globally. Our investor-partners are pleased with what the team has delivered during the first year of our JV. We expect to continue to grow as the high-performance Crestone team executes on its business plan.”

Sebastian Lourier, CEO of Crestone Air Partners: “What gives Crestone a unique and competitive edge in the marketplace? First and foremost, it’s our ability to leverage the Air T platform and provide value-maximizing solutions for commercial aircraft assets under management. We can take an airplane, manage it throughout its lease, and then re-lease it. At the end of the final lease, we can remove the engines and keep leasing them, while most lessors can only sell the aircraft to the market. Through the Air T family, we can dismantle the aircraft on our schedule, sell the underlying airframe material, and sell the engine components. It’s a complete lifecycle solution that monetizes an airplane and drives maximum value for our customers and investors.”

Lourier continued, “Crestone offers investors a strong and stable team of innovative commercial aviation asset managers focused on real-time information for transparent insight, high-touch customer service, and calibrated risk-adjusted returns. We develop lifecycle strategies to monetize commercial jet aircraft and drive maximum value. Crestone delivers deep market insights and rich value to its clients by identifying their needs and taking a customer-as-partner approach with airlines, MROs, lessors, OEMs, and investors.”

ABOUT AIR T, INC

Established in 1980, Air T Inc. is a portfolio of powerful businesses and financial assets, each of which is independent yet interrelated. Its core segments are overnight air cargo, aviation ground support equipment manufacturing, and commercial aircraft asset management and logistics. We seek to expand, strengthen and diversify our after-tax cash flow per share; while build Air T’s core businesses, and when appropriate, expanding into adjacent and other industries. We seek to activate growth and overcome challenges while delivering meaningful value for all stakeholders. For more information, visit www.airt.net.

CONTACT

Air T, Inc.

Brian Ochocki, CFO

bochocki@airt.net

612-843-4302

XML

Cover	Jul. 08, 2022
Entity Information
Document Type	8-K
Document Period End Date	Jul. 08, 2022
Entity Registrant Name	AIR T, INC.
Entity Incorporation, State	DE
Entity File Number	001-35476
Entity Tax Identification Number	52-1206400
Entity Address, Street	5930 Balsom Ridge Road
Entity Address, City	Denver
Entity Address, State	NC
Entity Address, Postal Zip Code	28037
City Area Code	828
Local Phone Number	464-8741
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000353184
Amendment Flag	false
Amendment Description
Document Effective Date	Jul. 01, 2022
Common Stock
Entity Information
Title of 12(b) Security	Common Stock
Trading Symbol	AIRT
Security Exchange Name	NASDAQ
Cumulative Capital Securities
Entity Information
Title of 12(b) Security	Alpha Income Preferred Securities (also referred to as 8% Cumulative Capital Securities) (“AIP”)
Trading Symbol	AIRTP
Security Exchange Name	NASDAQ