CAEP SEC filings, in plain English
Everything Cantor Equity Partners III, Inc. has filed with the SEC that we hold — 40 filings, newest first, 25 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
What changed: Cantor Equity Partners III, Inc. filed its 10-Q for the quarter ended March 31, 2026. Trust held $284,305,141 of available-for-sale debt securities at fair value (amortized cost $284,354,504) against 27,600,000 public Class A shares carried at a redemption value of $10.45 per share, up from $10.36 at December 31, 2025. Cash outside trust was just $25,000; accrued expenses rose to $3,729,883 from $1,746,159 and a related-party note payable stood at $504,611. Also outstanding: 580,000 private placement Class A shares and 6,900,000 Class B shares; as of May 4, 2026 total Class A outstanding was 28,180,000. Q1 general and administrative costs were $2,294,051 against $2,485,703 of trust interest, producing $161,652 of net income; shareholders' deficit $(8,281,507). Why it matters: NAV per public share is $10.45, but CAEP is running on $25,000 of cash with $3.7 million of accrued expenses and a growing sponsor note — deal costs on the pending $1.7 billion AIR combination are accumulating well ahead of any closing.
What changed vs 2025-11-14trust $276.0M → $2.5M -99%trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $276.0M$2.5M
- Combination deadline
- 2027-06-27 · unchanged
- Mandate language
- the Company intends to focus its search on companies operati…not matched in this filing
- Redeemable shares
- 27.6M · unchanged
SpacBrain reads this as $273,513,522 left the trust between the two filings.
The clause …“Loss from operations ( 2,324,051 ) ( 26,459 ) Interest income on investments held in the Trust Account 2,485,703 — Net income (loss) $ 161,652 $ ( 26,459 ) Weighted average number of ordinary shares outstanding: Class A – Public shares”…
The clause …“with the SEC. Failure to Consummate the Business Combination — The Company has until June 27, 2027, or until such earlier liquidation date as the Company’s board of directors may approve or such later date as the Company’s”…
The clause “500,000,000 shares authorized; 580,000 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of both March 31, 2026 and December 31, 2025 58 58 Class B ordinary shares, $ 0.0001 par value;”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: AIR Holdings Ltd. filed a Rule 425 press release announcing that on April 22, 2026 the SEC declared effective the Form F-4 registration statement for the business combination between Cantor Equity Partners III, Inc. (Nasdaq: CAEP) and AIR Limited, the Dubai-based flavored shisha molasses maker, under the November 7, 2025 Business Combination Agreement. CAEP scheduled an extraordinary general meeting for 11:00 am ET on May 12, 2026 with an April 17, 2026 record date, and filed its definitive proxy statement on April 22, 2026. The combined company will be named AIR Global PLC and is expected to trade on Nasdaq as 'AIIR', with closing targeted for Q2 2026. Why it matters: F-4 effectiveness plus a fixed May 12, 2026 vote date puts the CAEP/AIR deal into its final pre-closing stage, setting the deSPAC and redemption window.
What changed: Cantor Equity Partners III filed its definitive proxy statement/prospectus for a May 12, 2026 extraordinary general meeting to approve the November 7, 2025 business combination with AIR Limited, registering up to 30,221,578 AIR Holdings ordinary shares. CAEP shareholders receive one Pubco ordinary share per CAEP Class A share; CAEP and AIR both become wholly owned Pubco subsidiaries. At least 99.9% of Pubco shares issued to AIR shareholders are locked up until the earlier of six months post-closing or a transaction valuing shares at $12.50 or more. Key AIR shareholders holding over two-thirds of AIR shares signed a support agreement, and the sponsor signed a support agreement converting its up-to-$1,750,000 June 25, 2025 Sponsor Loan into CAEP Class A shares at $10.00 immediately prior to the Cayman Merger, with a separate up-to-$4,140,000 Sponsor Note also addressed at closing. Why it matters: This is the definitive deal document for the CAEP/AIR deSPAC: it fixes the exchange ratio, a 30.2 million-share registration, the lock-up terms and the conversion of up to $1.75 million of sponsor loans into stock at $10.00.
What changed: AIR Holdings filed as Rule 425 material an April 22, 2026 Arabian Post Q&A with AIR's Chief Legal & Corporate Affairs Officer Ronan Barry, promoting the OOKA charcoal-free shisha device and disclosing AIR's FY2025 results: revenue up about 6% to $400 million from $377 million, and profit for the year of $47 million versus $34 million in 2024. It reiterates the November 2025 Nasdaq listing intention via CAEP and that the Form F-4 has been filed, with completion expected in the first half of 2026. Why it matters: Promotional interview, but it carries the target's headline FY2025 revenue ($400 million) and profit ($47 million) figures — the numbers underpinning the CAEP/AIR valuation.
What changed: AIR Holdings Ltd. filed a Rule 425 attaching AIR Limited's April 2026 company presentation for the pending business combination with Cantor Equity Partners III (CAEP). The deck identifies AIR as a 'Global Innovation Leader in Social Inhalation' whose core business is global market leadership in flavored molasses anchored by the Al Fakher brand, describing itself as larger than its next four competitors combined and owning three of the five best-selling flavors globally. It lists the management team (CEO Stuart Brazier, CFO Bassem Lotfy, CMO Jorge Guil, and others) and states the presentation uses non-IFRS measures including Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion, all unaudited. Why it matters: Clarifies what CAEP is actually acquiring: Al Fakher, the dominant global shisha/flavored-molasses business, reported under IFRS with non-IFRS adjusted metrics, not a technology company.
What changed: AIR Holdings Ltd. filed a Rule 425 covering an April 7, 2026 LinkedIn post by AIR Limited relating to its business combination with Cantor Equity Partners III, Inc. (CAEP) under the November 7, 2025 Business Combination Agreement with AIR Holdings Limited, Genesis Cayman Merger Sub Limited and Genesis Jersey Merger Sub Limited. The post itself is not reproduced as text in the filing; the remainder is standard 'Additional Information' boilerplate confirming Pubco has filed a Form F-4 including CAEP's preliminary proxy statement/prospectus, with the record date and shareholder meeting still to be set. CAEP's IPO prospectus was dated June 25, 2025. Why it matters: Social-media soliciting material with no substantive content; useful only as evidence the CAEP/AIR F-4 was on file and not yet effective in early April 2026.
What changed: AIR Holdings Ltd. filed under Rule 425 an April 2, 2026 2Firsts article featuring AIR CEO Stuart Brazier making the investment case for the SPAC merger with Cantor Equity Partners III. Disclosed operating metrics: an adjusted EBITDA margin of about 40% in 2024 with more than 115% net operating cash conversion, positioning around the charcoal-free closed-system OOKA device, and an argument that heated hookah may eventually be regulated differently from charcoal formats — a position the article notes regulators have not accepted. Cited third-party market sizing ranges from $2.02 billion (2024 hookah shisha tobacco, Verified Market Research) to $4.82 billion (2026 broader tobacco-and-hookah, Business Research Insights). Why it matters: Trade-press promotional coverage rather than a disclosure event, though it puts AIR's ~40% adjusted EBITDA margin and 115%+ cash conversion on the record and flags the unresolved regulatory treatment of heated hookah as the key risk to the thesis.
What changed: AIR Limited and Cantor Equity Partners III announced on March 30, 2026 the public filing of the Form F-4 registration statement by AIR Limited and AIR Holdings Limited for the previously announced business combination under the November 7, 2025 agreement. The release discloses AIR's FY2025 results: revenue up approximately 6% to $400 million from $377 million, profit for the year of $47 million versus $34 million in 2024, and adjusted EBITDA up 7% to $139 million from $130 million. On closing the combined company, AIR Global PLC, is to list on Nasdaq under 'AIIR', with completion expected in the first half of 2026. AIR operates in over 90 markets with the Al Fakher brand, Hookah.com and the OOKA device. Why it matters: First public disclosure of the target's FY2025 financials plus the F-4 public filing — a real deal-progress milestone; AIR is a rare SPAC target with $400M of revenue and $139M of adjusted EBITDA rather than projections.
What changed: Cantor Equity Partners III, Inc. appointed Eric Stone, 47, a Partner and Portfolio Manager at Iridian Asset Management LLC, as a Class I director effective March 17, 2026, and to the audit and compensation committees, with annual compensation of $50,000 paid quarterly. Why it matters: Routine board addition ahead of the AIR business combination; adds an audit-committee member but does not change deal terms.
What changed: Rule 425 filing of a March 18, 2026 Pulse 2.0 interview with AIR CEO Stuart Brazier ahead of the Cantor Equity Partners III business combination. AIR, founded 1999 and owner of the Al Fakher shisha brand, Hookah.com and the charcoal-free OOKA device, operates in more than 90 markets, has invested over $115 million in product innovation since 2019 and holds 175 granted and pending patents across 26 patent families as of December 31, 2025. Why it matters: Target-company profile filed as soliciting material; provides operating color on AIR but no transaction terms or financial statements.
What changed: Cantor Equity Partners III, Inc. (CAEP) filed its Form 10-K for the fiscal year ended December 31, 2025. As of March 16, 2026 there were 28,180,000 Class A ordinary shares and 6,900,000 Class B ordinary shares outstanding; the aggregate market value of Class A shares held by non-affiliates as of June 30, 2025 was $291.2 million. The report frames the pending 'AIR Business Combination' as the company's primary path and references a $10.15 per-share reference price for public shares. Only Class A ordinary shares (CAEP) are registered on Nasdaq; there are no listed units or warrants. Why it matters: Confirms CAEP's capital structure heading into the AIR/Al Fakher vote: about 28.2 million Class A shares against 6.9 million founder shares, a warrantless structure, and a trust reference price of $10.15 per share.
What changed: AIR Holdings Ltd. filed a Rule 425 attaching AIR Limited's March 11, 2026 press release appointing Gaurav Jain, formerly the number one ranked tobacco analyst in the Institutional Investor Europe poll at Barclays since 2020, as Vice President of Investor Relations and Corporate Strategy effective April 1, 2026, reporting to CEO Stuart Brazier. The release describes AIR as launched in 1999, headquartered in Dubai, present in over 90 markets, owning Al Fakher (world's leading hookah brand), Hookah.com (North America's number one B2B hookah e-commerce platform by market share) and OOKA (charcoal-free shisha device), and states the CAEP combination will result in AIR Global PLC listing on Nasdaq under ticker AIIR with completion expected in the first half of 2026. Why it matters: Personnel news only, but it pins down the AIR target profile (Al Fakher-led global hookah business), the AIIR ticker and a first-half-2026 closing target that ultimately slipped.
What changed: AIR Holdings filed a transcript of a January 28, 2026 X/Discord/YouTube interview with AIR CEO Stuart Brazier. He disclosed 2024 core-business revenue of $374 million, adjusted EBITDA of $148 million and consolidated net operating cash flow of $150 million, said AIR is as large as its next four competitors combined, owns three of the top five global shisha flavors, and has invested more than $115 million in innovation over five or six years including the OOKA electronic shisha device and a German vaping product, Crown Switch. Why it matters: Retail-facing promotional interview during a live SPAC merger; the 2024 financials it cites ($374 million revenue, $148 million adjusted EBITDA) are the pre-deal baseline for AIR.
What changed: AIR issued a January 28, 2026 press release on an AIR-commissioned indoor air quality study conducted by Al Futtaim Element Materials Technology Dubai LLC and published in Contributions to Tobacco & Nicotine Research (Issue 5, Vol. 34, December 2025), authored by Dr. Ian M. Fearon — who is also a non-executive director of AIR. The study reports that increases in carbon monoxide, formaldehyde, benzene and NNK seen with conventional waterpipes were nearly or entirely eliminated with OOKA, and that PM10/PM2.5 were roughly 40% lower than conventional waterpipe use in the one-occupant scenario. Why it matters: Company-commissioned science released as deal marketing; the lead author is an AIR non-executive director, which is a conflict investors should weight when reading the harm-reduction claims.
What changed: AIR Holdings filed a transcript of a January 26, 2026 StoryTrading interview on X with AIR CEO Stuart Brazier, disclosed in the transcript as a paid sponsored segment. Brazier said the definitive BCA with CAEP was signed in the first half of November 2025, the first SEC filing was made in early December 2025, no SEC comments had been received yet due to a 2025 government-shutdown backlog, and he expected the first SEC comment letter in the first week of February 2026, keeping a first-half-2026 listing on track. He repeated 2024 figures of $374 million revenue, $148 million adjusted EBITDA and $150 million operating cash flow, and described test marketing of a functional-inhalation product (Vant) in New York and Madrid. Why it matters: A paid promotional segment about a live SPAC merger; the only new fact is the SEC review timeline (first comment letter expected early February 2026 after a shutdown-related backlog).
What changed: Rule 425 filing of a January 20, 2026 Exec Edge interview transcript from the ICR Conference with AIR CEO Stuart Brazier, covering the hookah molasses category (roughly 20% tobacco, 70% glycerin), the on-trade/off-trade channel split and the pending merger with Cantor Equity Partners III, after which CAEP's ticker changes to the combined company's symbol. Why it matters: Promotional conference interview; business color on AIR but no transaction terms or financials.
What changed: AIR Holdings Ltd. filed a Rule 425 attaching the transcript of a December 22, 2025 StoryTrading interview on X with AIR CEO Stuart Brazier, disclosed on-air as a paid segment. Brazier stated AIR's core business had 2024 revenue of $374 million, adjusted EBITDA of $148 million and net cash generated from operating activities of $150 million; that AIR is the world's largest flavored hookah molasses manufacturer, owns Al Fakher, sells in over 90 markets and is as large as its next four competitors combined; that it recently made a bolt-on acquisition of the German brand NameLess; and that the CAEP combination is still expected in the first half of 2026 with the post-close ticker AIIR. Why it matters: Paid promotional appearance, so treat the framing skeptically, but it is the clearest public statement of AIR's economics: $374 million of 2024 revenue at roughly 40% adjusted EBITDA margin with near-full cash conversion, unusual profitability for a SPAC target.
What changed: AIR Holdings filed as Rule 425 material a December 10, 2025 AIR Limited press release announcing the acquisition of NameLess, a German premium flavored hookah brand whose best-seller is Black Nana, to be distributed across AIR's 90-plus markets. The release follows AIR's launch of Crown Switch, Al Fakher's first rechargeable pod vape system, in Germany, and reiterates the November 7, 2025 CAEP business combination targeting a Nasdaq listing as AIIR in the first half of 2026. No purchase price is disclosed. Why it matters: A target-company bolt-on acquisition during a pending SPAC merger, with no price or financial terms disclosed.
What changed: Cantor Equity Partners III, Inc. (CAEP) filed the Form 8-K version of the same December 8, 2025 Item 7.01 Regulation FD disclosure furnishing an updated AIR Limited investor presentation as Exhibit 99.1 in connection with the November 7, 2025 Business Combination Agreement. No transaction terms, valuation or timing changes are disclosed in the report body. Why it matters: Duplicate 8-K/425 filing of furnished marketing materials; no new deal information.
What changed: Cantor Equity Partners III, Inc. (CAEP) furnished under Item 7.01 (Regulation FD) an updated investor presentation prepared with AIR Limited for use in connection with the November 7, 2025 Business Combination Agreement among CAEP, AIR Limited, AIR Holdings Limited, Genesis Cayman Merger Sub Limited and Genesis Jersey Merger Sub Limited. The filing states that Pubco intends to file a Form F-4 including CAEP's preliminary proxy statement/prospectus, and that no record date or meeting date had been set. The presentation itself is furnished, not filed. Why it matters: Routine Regulation FD furnishing of updated deal marketing materials with no change to terms; only notable as evidence the F-4 had not yet been filed in December 2025.
What changed: AIR Holdings Ltd. filed a Rule 425 attaching AIR Limited's December 2025 investor presentation ('Global Innovation Leader in Social Inhalation') for the CAEP business combination. The disclaimer discloses that AIR reports under IFRS, that the financial information in the deck is not audited to PCAOB standards, and specifically that the figures as of and for the six months ended September 30, 2025 and 2024 are neither audited nor reviewed by AIR's independent auditors and are expected to be superseded by financial statements for the year ending December 31, 2025. Non-IFRS measures used include Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion. Why it matters: Important caveat for anyone modeling the AIR deal: the interim numbers being marketed are unaudited, unreviewed IFRS figures that the company itself says will be superseded, so headline Adjusted EBITDA from this deck is provisional.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.