🧾 What This Document Is

This is a Form 425 filing—a required public disclosure for companies involved in a major business deal. Think of it as a public update on a merger. Specifically, it announces that the companies have officially filed their registration statement (Form F-4) with the SEC, which is a key legal step needed before they can complete their merger and go public.

👉 In simple terms: The deal is moving from the "announcement" phase to the "regulatory review" phase. This filing lets all investors know about the progress.

🏢 What The Company Does

This is a merger between two very different companies:

AIR Limited: A global company from Dubai that is a leader in the hookah (shisha) industry. Its flagship brand is Al Fakher, and it also owns platforms like Hookah.com and innovative products like the charcoal-free OOKA device. They operate in over 90 countries.
Cantor Equity Partners III, Inc. (CAEP): This is a special purpose acquisition company (SPAC), or a "blank check" company. Its sole purpose is to merge with and take a private company public. It's sponsored by the major financial firm Cantor Fitzgerald.

👉 The Deal: They will merge to form a new public company called AIR Global PLC, which plans to trade on the Nasdaq stock exchange under the ticker symbol AIIR.

💰 Financial Highlights (AIR Limited)

The filing shares AIR's strong financial results for 2025, showing it's a growing, profitable business:

Revenue: Approximately $400 million (up ~6% from $377 million in 2024).
Profit: $47 million (up significantly from $34 million in 2024).
Adjusted EBITDA: $139 million (up ~7% from $130 million in 2024). This is a measure of core operational profitability.

👉 Why it matters: These numbers show AIR is not a startup with losses. It's an established, profitable company that is still growing. This financial health makes it a more attractive partner for the SPAC.

🚀 Key Moves & Milestones

The Merger Agreement: Originally signed on November 7, 2025.
Filing the F-4: Done on March 30, 2026. This is the document containing all the official details for shareholders and regulators.
The Goal: Complete the merger and list on the Nasdaq in the first half of 2026.

👉 What's the F-4? It's a comprehensive registration statement that includes the full merger plan, risk factors, and financial details. Once the SEC approves it, a final proxy statement will be sent to CAEP's shareholders for a vote.

📦 Financial Position & Strategy

AIR's strategy, as stated by CEO Stuart Brazier, is to leverage the "rising popularity of hookah globally and especially in the U.S." Going public via this merger is intended to provide:

A stronger capital foundation (more cash).
Greater financial flexibility.
Increased institutional credibility as a Nasdaq-listed company.

👉 The Bigger Picture: The merger gives AIR the financial muscle and public market profile to accelerate its global expansion and innovation, like its OOKA device.

🔮 What's Next

The path to becoming a public company has a few more steps:

SEC Review: The SEC will review the filed F-4 and provide comments.
Final Proxy Vote: Once the SEC is satisfied, CAEP will send the final proxy materials to its shareholders, who will vote on whether to approve the merger.
Closing the Deal: If shareholders approve and other conditions are met, the merger will close, and AIR Global PLC will start trading on the Nasdaq.

👉 Timeline: The companies expect to complete all this in the first half of 2026.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Proven Business: AIR is profitable and growing in a global niche market.
Strong Partner: Backed by the experienced financial institution Cantor Fitzgerald via the SPAC.
Clear Strategy: Using public markets to fund global expansion and innovation.

⚠️ Risks:

Regulatory Hurdles: The SEC could delay or demand significant changes to the F-4 filing.
Shareholder Approval: CAEP's shareholders might vote against the deal.
Market Conditions: The stock market or investor sentiment toward the hookah/leisure sector could change before the deal closes.
Execution Risk: Successfully operating as a public company brings new pressures and scrutiny.

🧠 The Analogy

This merger is like a highly successful, established restaurant chain (AIR) merging with a specially formed investment group (the SPAC) that has already raised money from investors specifically to buy a great restaurant. The investment group handles the complex "going public" paperwork and process, so the restaurant can focus on expanding its business with the new capital and credibility that comes with being a publicly traded brand.

📇 Key Contacts & People

Stuart Brazier: CEO of AIR
Brandon Lutnick: Chairman & CEO of Cantor Equity Partners III, Inc. (CAEP)
Investor & Media Relations Contact (for AIR):
- Email: [email protected]
Corporate Contacts for Document Requests:
- CAEP: 110 East 59th Street, New York, NY 10022 | Email: [email protected]
- AIR Global: Festival Office Tower, Dubai Festival City, 7th Floor, Dubai, UAE | Email: [email protected]

🧩 Final Takeaway

AIR, a profitable global hookah company, is one major regulatory step closer to becoming a publicly traded U.S. company (AIIR) via its merger with a Cantor Fitzgerald-sponsored SPAC. The next critical phase is the SEC's review of their filing and the upcoming shareholder vote.

Cantor Equity Partners III, Inc. — 425 Filing