Cantor Equity Partners III, Inc.

The first public statement of AIR's ~$1.75 billion enterprise value and ~$290-295 million net debt — the key valuation and leverage figures for the CAEP deal, delivered in a retail podcast rather than a filed deck.

The most complete public statement of the CAEP/AIR deal economics — $1.75 billion enterprise value, $293 million net debt, $276 million SPAC trust, no new capital raised — plus the disclosure that the deal gives PE owner Kingsway an exit route after failed UAE listing attempts.

This is the definitive BCA that takes AIR (Al Fakher hookah molasses) public through the Cantor III shell — a signed, binding deal rather than an LOI, with a PIPE and support agreements already contemplated.

This is the definitive BCA for the CAEP/AIR deal — the operative document establishing the double-merger structure, the Jersey/UK tax-resident PubCo, and the sponsor and shareholder support commitments.

An audit committee member departing two weeks before the AIR business combination agreement was signed; the company disclaims any disagreement.

Notable only in sequence: Cornstein was appointed to CAEP's audit and compensation committees on September 29, 2025 and resigned less than four weeks later on October 23, 2025, shortly before the AIR business combination agreement was signed.

Establishes CAEP as a $276M trust with a $10.15 stated redemption value versus $10.00 funded per share, and a 27.6M/6.9M Class A/Class B structure — the baseline for any future NAV, extension or redemption math.

What changed: Cantor Equity Partners III held its extraordinary general meeting on May 12, 2026 and shareholders approved the business combination with AIR Limited (BCA dated November 7, 2025, with AIR Holdings Limited as Pubco and Cayman/Jersey merger subs). Of 35,080,000 ordinary shares outstanding on the April 17, 2026 record date, the Business Combination Proposal and the Merger Proposal each passed with 20,758,868 for, 2,206,105 against and 11,742 abstaining; the advisory organizational-document proposals passed by similar margins (the staggered-board Proposal B was weakest at 19,703,192 for / 3,236,688 against). CAEP shareholders receive one Pubco ordinary share per CAEP Class A share, and CAEP's authorized capital converts to 555,000,000 shares of a single class. Why it matters: Shareholder approval clears the last major condition to the CAEP/AIR deSPAC; the near-2.2 million votes against and the 12.4 million shares not voting foreshadow the redemption level.

What changed: Cantor Equity Partners III, Inc. (CAEP) filed definitive additional proxy materials attaching its Item 1.01 8-K disclosing that on May 11, 2026 CAEP and AIR Holdings Limited entered a forward purchase agreement with four Harraden Circle funds for a prepaid share forward covering up to 5,000,000 CAEP Class A ordinary shares. The prepayment equals the number of shares times the closing per-share redemption price and is paid from the trust account on the earlier of one business day after closing or the date trust assets are disbursed. On each mandatory early termination the seller must pay Pubco the terminated shares times the Initial Price plus, if the average sale price exceeds $15, the excess over $15; maturity is six months post-closing, extendable twice by three months. Separately, CAEP, AIR and Pubco intend to waive lock-up restrictions on up to 1,500,000 CAEP Class B ordinary shares held by Cantor EP Holdings III, LLC to satisfy Nasdaq listing requirements. Why it matters: Confirms the CAEP/AIR deal is being engineered to survive redemptions via a trust-funded forward, and the sponsor lock-up waiver on 1.5 million founder shares signals a round-lot/public-float shortfall for the Nasdaq listing plus near-term insider selling capacity.

What changed: Cantor Equity Partners III, Inc. (CAEP) filed the full text of a prepaid share forward confirmation dated May 11, 2026 with Harraden Circle Investors, LP and three affiliated funds, in connection with the November 7, 2025 Business Combination Agreement with AIR Limited and AIR Holdings Limited (to be renamed AIR Global PLC, Nasdaq ticker AIIR). Maximum Number of Shares is 5,000,000; the Initial Price is the per-share redemption price at closing; the prepayment is funded directly out of CAEP's Continental Stock Transfer trust account. Recycled Shares must be bought in the open market at no more than the redemption price and only against redemption reversals confirmed in writing by CAEP, and the seller waives redemption rights. The minimum sale price is $10.00, the valuation date is the earlier of six months after closing or ten exchange business days after an acceleration notice that cannot take effect before three months post-closing, extendable twice by three months each. Why it matters: A 5 million-share prepaid forward funded straight from trust is an anti-redemption mechanism: it props up the closing share count but removes up to roughly $50 million of trust cash at closing, so headline non-redemption figures for CAEP/AIR overstate the cash actually delivered to the operating company.

What changed: AIR Holdings Ltd. filed under Rule 425 a transcript of a May 6, 2026 SPAC Insider podcast interview with Stuart Brazier, CEO of Advanced Inhalation Rituals (AIR), discussing the $1.7 billion business combination with Cantor Equity Partners III, Inc. announced under the November 7, 2025 Business Combination Agreement among CAEP, AIR Limited (Jersey), AIR Holdings Limited (Pubco), Genesis Cayman Merger Sub and Genesis Jersey Merger Sub. Business color disclosed: AIR is the largest player in flavored shisha molasses via its Al Fakher brand, with roughly 60-65% US market share, an estimated 14 million regular Al Fakher consumers globally, about two-thirds of volume consumed at home, and brand extensions into nicotine pouches and vapes plus a November 2025 Snoop Dogg flavor collaboration. Why it matters: Promotional interview rather than a disclosure event, but it confirms the deal's $1.7 billion size and gives rare operating detail on a profitable, cash-generative target — unusual for a SPAC deal.