🔍 What This Document Is

This is a Form 425 filing with the SEC. Think of it as a public disclosure of a communication related to a potential merger. Here, a company called AIR Limited is sharing an article that interviews its CEO. The article explains AIR's business and its plans to go public by merging with a special purpose acquisition company (SPAC) called Cantor Equity Partners III, Inc. (CAEP).

👉 In simple terms: AIR is making its public case to investors via a media interview, and that interview is now part of the official merger paperwork.

🏢 What The Company Does (AIR)

AIR is a Dubai-based company founded in 1999 that operates in the global hookah (shisha) market. It's not just a hookah seller; it wants to be seen as a "lifestyle tech company" focused on "social inhalation rituals."

Its key assets include:

• Al Fakher: The world's leading hookah tobacco brand.
• Hookah.com: The #1 B2B hookah e-commerce platform in North America.
• OOKA: Its flagship innovation, a charcoal-free, electronic hookah device that uses proprietary pods.

👉 In simple terms: Imagine a traditional hookah bar upgrading into a tech-forward company that sells both the classic products and a new, cleaner, pod-based device.

🤝 The Deal: Going Public via SPAC

AIR is merging with Cantor Equity Partners III, Inc. (CAEP), a SPAC sponsored by Cantor Fitzgerald. A SPAC is essentially a shell company that goes public to raise money and then merges with a private company, taking it public in the process.

• Deal Announcement Date: November 7, 2025.
• Expected Ticker: The combined company, AIR Global PLC, plans to trade on the Nasdaq under the symbol AIIR.
• Timeline: The deal is expected to close in the first half of 2026.

👉 Why it matters: This is AIR's chosen path to access public market capital for expansion, especially in the U.S.

💰 The Financial Pitch: Strong Margins

AIR is pitching itself as a high-growth, high-margin business in a large market. It highlights two key financial metrics for 2024:

• ~40% Adjusted EBITDA Margin: This is a measure of core operational profitability. A 40% margin is considered very strong.
• >115% Net Operating Cash Conversion: This suggests the company is very efficient at turning its profits into actual cash.

The global hookah market is estimated in the multi-billion dollar range, with forecasts showing continued growth.

👉 Why it matters: These strong financials are the foundation of AIR's argument that hookah can be a serious, scalable business for public market investors.

🚀 The Core Innovation: OOKA Device

OOKA is central to AIR's future story. It's a charcoal-free, electronic hookah system that uses proprietary pods (containing tobacco, tea, or CBD).

Key claims about OOKA:

• Closed System: Pods only work in OOKA devices, creating IP protection and repeat business (like a coffee pod machine).
• Changing Consumption: It aims to make hookah more portable and suitable for indoor settings by removing charcoal, setup, and cleanup.
• Heavy Investment: AIR has invested over $115 million in innovation.

👉 Why it matters: OOKA represents AIR's bet on transforming hookah from a fragmented, ritual-based trade into a standardized, tech-driven consumer product category.

⚖️ The Regulatory Wild Card

AIR argues that because OOKA is a "heat-not-burn" system, it should be regulated differently from traditional charcoal-based hookahs, potentially facing fewer restrictions.

• Supporting Evidence: It cites a peer-reviewed paper (Dec. 2025) showing reduced toxicants in controlled settings.
• The Big Uncertainty: This is not yet accepted by regulators. AIR itself notes that policy moves much slower than innovation.

👉 Why it matters: A favorable regulatory distinction would be a massive competitive advantage. Without it, much of OOKA's premium thesis rests on convenience and technology alone.

🔮 What's Next: The Bigger Ambition

Beyond hookah, AIR is exploring a broader "inhalation platform." It points to other products like premium vapes, nicotine pouches, and VâNT, a nicotine- and tobacco-free inhalation system with pods marketed for effects like "Focus" and "Zen."

The immediate next step is closing the SPAC merger in the first half of 2026 to secure public market funding for U.S. expansion and product rollout.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Market-leading brands (Al Fakher) and distribution.
• Claimed strong economics (40% margins).
• Proprietary, closed-system technology (OOKA) with high investment.
• Access to public capital post-merger.

⚠️ Key Risks:

• Regulatory Uncertainty: The core argument for OOKA's differentiation is not yet codified in law.
• Market Shift Unknown: It's unproven if hookah will truly become a "platform" category or remain niche.
• Execution Risk: Success depends on convincing regulators, consumers, and investors to buy into a new vision.
• SPAC Deal Completion: The merger is still subject to conditions and approvals.

🧠 The Analogy

AIR is like a traditional restaurant famous for its barbecue (hookah) that is now building a sleek, smokeless indoor kitchen (OOKA) and pitching itself as a "social dining tech company." The investors are betting not just on the restaurant, but on whether the new kitchen technology will change how and where people eat, and whether health inspectors will give it a special license.

📇 Key Contacts & People

• Stuart Brazier: Chief Executive Officer of AIR.
• Investor and Media Relations (AIR): ICR, Email: [email protected]
• Cantor Equity Partners III, Inc.: 110 East 59th Street, New York, NY 10022, Email: [email protected]
• AIR Global: Festival Office Tower, Dubai Festival City, 7th Floor, Dubai, United Arab Emirates, Email: [email protected]

🧩 Final Takeaway

AIR is using a SPAC merger to go public, pitching its transformation from a hookah company into a tech-driven "social inhalation" platform. The investment story hinges on strong current margins and the future potential of its closed-system OOKA device, but the biggest risk is whether regulators will accept its preferred classification for the new technology.