📝 📜 What This Document Is

This proxy statement and prospectus is highly technical, meaning it is a legal document designed to inform shareholders before a massive corporate event. 📚 In short, it is the formal presentation used to ask shareholders to vote on approval for a major merger that will take two private companies—CAEP and AIR—and merge them under a new, publicly traded entity called Pubco.

The document is required to facilitate the Extraordinary General Meeting scheduled for May 12, 2026. Everything in here is designed to manage shareholder expectations, detail the mechanics of the deal, and explain the risks involved.

👉 Takeaway: The entire purpose of this filing is to gain shareholder approval for "The Transactions," which are the two simultaneous mergers that will create Pubco as a public company.

🏢 🛰️ About the Companies

For the reader, it is important to understand who the main players are. AIR Limited is the core operating company that the public company, Pubco, will become. CAEP, Cantor Equity Partners III, Inc., is the Special Purpose Acquisition Company (SPAC) shell that is enabling the merger.

• AIR: This private limited company, incorporated under Jersey law, is the business being taken public.
• Pubco: This is the holding company, AIR Holdings Limited, which will be the new, public-facing entity following the merger.
• CAEP: This is the SPAC shell (Cantor Equity Partners III, Inc.), which acts as the vehicle to execute the business combination.

👉 In simple terms: The goal is to merge the ongoing operations of AIR into a new corporate structure (Pubco) so that the shares can be publicly traded, turning a private investment vehicle (CAEP) and a private company (AIR) into one large, public entity.

🌐 🤝 The Mega-Merger Structure

The transaction is highly complex because it involves two separate, sequential mergers—the Cayman Merger and the Jersey Merger—that both culminate in Pubco being the surviving entity.

• The Cayman Merger: On November 7, 2025, the merger will begin with Cayman Merger Sub merging into CAEP. This means CAEP Shareholders will receive one ordinary share of Pubco for each of their CAEP Ordinary Shares.
• The Jersey Merger: Immediately following the first merger, Jersey Merger Sub will merge into AIR. This means AIR Shareholders will receive Pubco Ordinary Shares for their interests in AIR.
• The Result: After both mergers, CAEP and AIR become wholly owned subsidiaries of Pubco, making Pubco the publicly listed company.

👉 Why it matters: The structure is designed to handle the legal and corporate formalities across multiple jurisdictions (Cayman Islands, Jersey, and the U.S.). The approval of these two merges (the "Transactions") is mandatory for the deal to close.

💸 Consideration & Financial Breakdown

This section outlines what money and shares are being exchanged for every party involved, defining the value received by the Sponsor, CAEP Shareholders, and AIR Shareholders.

1. Pricing and Dilution:

• The negotiated price per Pubco Ordinary Share for almost all shareholders (Public Shareholders, Sponsor, CAEP Directors/Officers, and AIR Shareholders) is $10.00 per share.
• Warning about Dilution: The document warns that Public Shareholders and the general public will face "substantial and immediate dilution" because the Sponsor received shares at a nominal price, making the value of their initial shares appear much higher than the actual purchase cost.

2. Consideration for Sponsors and Affiliates:

• Total Consideration: The Sponsor and its affiliates are set to receive a total consideration of $77,165,000.
• This includes:
  • Pubco Ordinary Shares in exchange for their CAEP Ordinary Shares.
  • A cash fee to Cantor Fitzgerald & Co. (CF&Co.), an affiliate of the Sponsor, amounting to approximately $24.235 million.
  • Another cash fee from the Business Combination Marketing Agreement of $10.38 million.
• Sponsor Shares: The Sponsor receives 3,500,000 Pubco Ordinary Shares (after accounting for surrendering and cancelling 3,400,000 of their 6,900,000 original shares).
• Loans: Loans owed to the Sponsor (the Sponsor Loan and Sponsor Note) will be repaid via the issuance of new CAEP Class A Ordinary Shares at $10.00 per share.

3. Consideration for AIR Shareholders:

• The total consideration for the AIR Shareholders is approximately $1,456 million.
• This value is based on Pubco Ordinary Shares at $10.00 per share and certain AIR incentive awards, assuming all earned-out shares are released and not forfeited.

👉 What This Signals: The transaction is structured to ensure the Sponsor and affiliated parties receive substantial value, through a mix of newly issued shares and large cash fees, which is typical in SPAC mergers.

🔒 Shareholder and Sponsor Agreements

The deal requires multiple supporting agreements from the key players, creating strict rules on when and how shares can be sold or transferred.

• Shareholder Support Agreement (Key AIR Shareholders): Key AIR Shareholders agreed to support the merger by promising to not transfer their AIR Ordinary Shares and to vote in favor of the transactions.
• Sponsor Support Agreement: This agreement places several strict conditions on the Sponsor:
  • The Sponsor agrees to waive anti-dilution protection for their CAEP Class B Ordinary Shares.
  • Lock-ups: A majority of Pubco Ordinary Shares received by AIR Shareholders will be locked up for at least six months, and potentially until Pubco reaches a valuation of $12.50 per share.
  • Earnout Shares (AIR): The AIR Shares are subject to "Earnout Conditions," meaning the shares won't fully vest until Pubco's stock price hits milestones (e.g., $12.50 or $15.00 over 20 trading days).
• Redemption Rights (CAEP): CAEP Shareholders have the right to redeem their Public Shares for cash. Based on an estimate of $284.3 million in the Trust Account as of March 31, 2026, the per-share redemption price was estimated at $10.45 per share.

📜 Corporate Governance & Proposals

The merger requires multiple votes and structural changes, which are broken down into several distinct proposals for the shareholders to vote on.

1. Mandatory Proposals (Require Shareholder Votes):

• The Business Combination Proposal: Approves the core merger deal itself.
• The Merger Proposal: Approves the legal plan to restructure CAEP (the Cayman Merger) and amend CAEP's founding documents (the Merger Proposal). This requires a special resolution (at least two-thirds vote).
• The Organizational Documents Proposals: These are advisory votes on changing CAEP’s governing rules (e.g., board size, director election method).
• The Nasdaq Proposal: Asks for approval to issue shares needed to comply with Nasdaq listing rules.

2. Board & Director Qualifications:

• The CAEP Board unanimously recommends approving all proposals, but it must be noted that the Board did not obtain a fairness opinion (an independent valuation report) regarding the merger, meaning the value presented is based solely on management's judgment.
• The Board confirmed that CAEP has until June 27, 2027, to complete a business combination, or it will begin liquidation.

❓ Key Risks and Disclaimer

Because this is a merger, significant legal and financial risks are highlighted, which investors must read carefully.

• Lack of Independent Validation: The most important risk cited is that the CAEP Board did not obtain a fairness opinion. Therefore, shareholders have no assurance from an independent source that the number of Pubco Ordinary Shares being issued is financially fair to CAEP Shareholders.
• Dilution Risk: The value of the Sponsor's shares is likely much higher than the nominal price paid for them, creating potential conflicts of interest that could result in greater dilution for general public shareholders.
• Failure to Close: If the Business Combination is not completed, the Sponsor and CAEP management may not be able to recover their investment, and the founder shares will be worthless.

🗓️ Meeting Details & Voting Instructions

This final section tells the shareholder exactly when and how to vote on these complex proposals.

• Meeting Date & Time: May 12, 2026, at 11:00 a.m. Eastern Time.
• Location: The physical meeting is held at DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020, but virtual attendance is strongly encouraged via the Internet.
• Action Required: Shareholders must vote (or instruct their broker) to approve the Business Combination Proposal, the Merger Proposal, and the Organizational Documents Proposals.
• Voting Reminder: If a shareholder returns a proxy card without an indication of how they wish to vote, the shares will be voted in favor of every single proposal.

📞 Where to Find More Information

If you have questions, the document provides specific contacts and resources.

• CAEP’s Proxy Solicitor: Sodali & Co at (203) 658-9400 (banks/brokers) or email at [email protected].
• CAEP Transfer Agent: Continental Stock Transfer & Trust Company (CST) is managing the records.
• CAEP Contact: Cantor Equity Partners III, Inc. at 110 East 59 th Street New York, New York 10022, or email: [email protected].

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🧠 The Analogy

Think of the Business Combination like combining a local, independently run coffee shop (AIR) with a regional real estate conglomerate (CAEP) that happens to own a fancy storefront (Pubco). To become an official, recognized chain store, they must merge. This merger requires all the owners—the investors, the founder, and the operating staff—to agree to new rules, new ownership percentages, and a new publicly visible name (Pubco). The proxy statement is the legal meeting agenda that forces every owner to sign off on these complex changes.

🧩 Final Takeaway

This is a highly structured SPAC merger to take a private entity (AIR) public under the banner of Pubco. While the financial terms show the total value, the reader must understand that the deal's completion is dependent on passing multiple shareholder resolutions and is riddled with corporate control mechanisms (like lock-ups and earnouts) that favor the current management team.