📜 What This Document Is 📄

This is a definitive Proxy Statement and Prospectus, which is a mandatory legal document filed with the SEC when a company is asking its shareholders to vote on major changes. 👉 In simple terms, this filing is a giant instruction manual explaining a massive corporate makeover—a merger—and asking you, the shareholder, to vote on whether it should happen.

The primary event being considered is a "Business Combination," where Cantor Equity Partners III, Inc. (CAEP) and AIR Limited merge to create a new, publicly traded company called Pubco (AIR Holdings Limited). Your vote is crucial because the entire transaction is conditional on shareholder approval.

🌐 The Companies Involved 🏢

For those new to this, there are three main players: CAEP, AIR, and Pubco. CAEP is the shell company facilitating the deal, while Pubco is the resulting public entity.

• 🏢 CAEP (Cantor Equity Partners III, Inc.): This is a Cayman Islands exempted company. These types of companies are often used as "blank check companies" to facilitate large mergers and acquisitions.
• 🚀 AIR (AIR Limited): This is the core target company, a private limited company incorporated under the laws of Jersey.
• 📈 Pubco (AIR Holdings Limited): This is the resulting parent company after the merger. Once the deal closes, Pubco will be a publicly traded entity.

👉 The overarching goal is to transition the private entities (CAEP and AIR) into a publicly traded company under the name Pubco.

🔗 The Merger Plan (The Transactions) 🔄

The Business Combination Agreement outlines a multi-step merger process designed to integrate CAEP and AIR into Pubco. This sequence is critical to understanding how ownership shifts.

The deal requires two distinct mergers:

1. The Cayman Merger: Genesis Cayman Merger Sub merges into CAEP, causing CAEP Shareholders to receive one ordinary share of Pubco for each CAEP Class A or Class B ordinary share they hold.
2. The Jersey Merger: Immediately following the Cayman Merger, Genesis Jersey Merger Sub merges into AIR, causing AIR Shareholders to receive Pubco Ordinary Shares in exchange for their interests in AIR.

👉 As a result of these mergers, both CAEP and AIR become wholly owned subsidiaries of Pubco, which becomes the publicly traded company.

💰 Consideration for Shareholders 💵

The heart of this filing is how much value (in shares) shareholders are getting for their current stake. The total consideration is complex because it involves multiple share classes and cash payouts.

The negotiated price for a Pubco Ordinary Share is $10.00 per share.

• The Sponsor (Cantor): The Sponsor will receive a total of 3,500,000 Pubco Ordinary Shares in exchange for its 3,500,000 CAEP Founder Shares (after accounting for a surrender of 3,400,000 shares). Additionally, the Sponsor will receive 580,000 shares for its CAEP Private Placement Shares.
• AIR Shareholders: These shareholders will receive Pubco Ordinary Shares for their interests in AIR. The total consideration for AIR Shareholders is estimated to be approximately $1,456 million, assuming key earnout shares are released.
• Other Parties: Public Shareholders, CAEP Directors, and AIR Shareholders are also set to receive Pubco Ordinary Shares at the $10.00 per share price.

👉 The total estimated consideration for the Sponsor and its affiliates, including cash fees, is $77,165,000.

💸 Financial Support and Fees 🏦

The merger requires several financial mechanisms to pay for the process and the participants. Two key fees stand out:

• CF&Co. Financial Advisor Fee: Cantor Fitzgerald & Co. (CF&Co.), an affiliate of the Sponsor, will receive a cash fee of approximately $24.235 million. This fee is calculated as 1.5% of the enterprise value of AIR minus $2 million, subject to certain reductions.
• Business Combination Marketing Fee: CF&Co. will also receive a $10.38 million cash fee for its role under a separate Marketing Agreement.
• Sponsor Loans: The Sponsor's payments are facilitated by two loans:
  • Sponsor Loan: Up to $1,750,000 outstanding under this loan will be repaid by the issuance of CAEP Class A Ordinary Shares at $10.00 per share.
  • Sponsor Note: Up to $4,140,000 outstanding under this note is available for loans related to a "Redemption Event."

👉 The repayment of these loans will occur through the issuance of shares, not cash (for the Sponsor Loan), which helps structure the overall deal finance.

📜 Governance and Shareholder Votes 🗳️

To make this deal official, the CAEP Shareholders must vote on five separate proposals. These votes determine the fate of the entire Business Combination.

• Business Combination Proposal: Requires an ordinary resolution (simple majority vote).
• Merger Proposal: Requires a special resolution (at least two-thirds vote).
• Organizational Documents Proposals (A-G): These are non-binding advisory votes concerning the rules of the new company (Pubco).
• Nasdaq Proposal: A separate ordinary resolution vote required for Nasdaq compliance, covering the issuance of new shares for the Business Combination and the Incentive Plan.
• Adjournment Proposal: A proposal to postpone the vote.

👉 If the CAEP Shareholders do not approve the Business Combination Proposal and the Merger Proposal, the entire Business Combination will not close.

⚠️ Significant Risks and Conflicts 🚨

The proxy statement must highlight risks, and the key warnings here concern shareholder dilution and conflicts of interest.

• No Fairness Opinion: The CAEP Board did not obtain a formal "fairness opinion" or similar appraisal on the deal. This means investors have no assurance from an independent source that the share count is financially fair.
• Dilution Risk: Public Shareholders who do not redeem their shares will face "substantial and immediate dilution" due to the CAEP Class B shares held by the Sponsor, given that these shares were purchased for a low nominal price.
• Sponsor Conflicts: The Sponsor and CAEP directors have interests in the outcome that may conflict with the general shareholders. This is highlighted by the fact that the Sponsor acquired its shares (e.g., the 6,900,000 CAEP Founder Shares) for a nominal price of only $25,000.

🛡️ The Sponsor and Key Agreements 🤝

Several supportive agreements bind the main parties, which is essential for the deal's success.

• Sponsor Support Agreement: The Sponsor committed to several actions:
  • Voting its CAEP Ordinary Shares in favor of the Business Combination.
  • Waiving anti-dilution protection on its CAEP Class B Ordinary Shares.
  • The Sponsor agreed to a unique lock-up arrangement on its received shares, including a separate Earnout Period of five years.
• Earnout Conditions: The release of a portion of the Sponsor's shares (the Sponsor Earnout Shares) is tied to high performance thresholds:
  • One portion of shares releases if Pubco Ordinary Shares close at or above $12.50 for 20 trading days over a consecutive 30-day period.
  • The remaining portion releases if Pubco Ordinary Shares close at or above $15.00 for 20 trading days over a consecutive 30-day period.

🗓️ Timeline and Meetings ⏳

This proxy statement is highly time-sensitive, governing both the vote and the redemption process.

• Meeting Date: The Extraordinary General Meeting of Shareholders is scheduled for May 12, 2026, at 11:00 a.m. Eastern Time.
• Redemption Deadline: To redeem Public Shares for cash, shareholders must demand redemption by May 8, 2026 (two business days prior to the Meeting).
• Company Lifespan: CAEP has until June 27, 2027 (or an earlier liquidation date) to consummate a business combination, or it will begin winding up operations.

📞 Getting More Information ℹ️

If you have questions, the filing provides several contacts:

• CAEP Proxy Solicitor: Sodali & Co at (203) 658-9400, or email at [email protected].
• CAEP General Inquiries: Cantor Equity Partners III, Inc. at 110 East 59 th Street, New York, New York 10022.
• AIR/Pubco: The document confirms that additional documents filed with the SEC can be obtained from www.sec.gov.

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🧠 The Analogy — 🏠 Flipping the Neighborhood Block 🏡

Imagine a single, unique block of land (this is CAEP). This land is currently owned by a private group (the Sponsor). The owner wants to sell this block, but instead of selling it to one person, they are merging it with a whole adjacent neighborhood (AIR) to form a massive, beautiful new commercial strip (Pubco).

The new ownership structure requires everyone—the current owners, the adjacent neighborhood, and the land shell—to vote on a plan that changes the deeds and rules for all the buildings. The outcome depends not just on the current sale price, but also on complex rules (like the "earnout" conditions) tied to how successful the new commercial strip is over the next five years, making the purchase price a long-term gamble.

🧩 Final Takeaway — 🔑

This document is a massive, complicated proxy for a structural merger that transforms the private entities into a public company (Pubco). The deal's success is conditional on shareholder votes, and the payout structure is highly dependent on complex share agreements and potential performance hurdles (earnout).