AIR Global PLC updates F-4, invests $20M in Greentank

AIR Global PLC filed a prospectus supplement to its Form F-4 registration statement covering up to 30,221,578 ordinary shares and incorporating a recent report as additional information.

Rhea-AI Filing Summary

AIR Global PLC filed a prospectus supplement to its Form F-4 registration statement covering up to 30,221,578 ordinary shares and incorporating a recent report as additional information. Ordinary shares trade on the Nasdaq Global Market under the symbol AIIR, with a last reported price of $6.00 per share on July 28, 2026.

The incorporated report describes a strategic equity investment in Greentank Innovations Corp. AIR invested $20 million in Greentank preferred shares, based on a $170 million pre-money valuation, and received a warrant to increase its ownership stake by another 20% over the next 24 months at a $250 million valuation. AIR also obtained the right to nominate a Greentank director, along with enhanced commercial terms, access to new technologies and long-term supply assurances.

Filing Explained

On July 29, 2026, AIR updated its F-4 prospectus for up to 30,221,578 ordinary shares. The filing reports registration capacity—not an issuance or sale—so it does not establish new shares, proceeds, or present dilution for existing holders.

Key Figures

Registered shares: 30,221,578 ordinary shares Share price: $6.00 per share Investment in Greentank: $20 million +3 more

6 metrics

Registered shares 30,221,578 ordinary shares Maximum number of ordinary shares covered by the updated prospectus

Share price $6.00 per share Last reported sale price of ordinary shares on July 28, 2026

Investment in Greentank $20 million Amount AIR invested in Greentank preferred shares

Greentank pre-money valuation $170 million Valuation used to price AIR’s $20 million preferred share investment

Warrant valuation $250 million Valuation at which AIR can increase its Greentank stake by 20%

Warrant period 24 months Period during which AIR may exercise its warrant for additional Greentank ownership

Key Terms

pre-money valuation, preferred shares, warrant, foreign private issuer, +1 more

5 terms

pre-money valuation financial

"based on a pre-money valuation of approximately USD $170 million"

Pre-money valuation is the estimated worth of a company before it receives any new investment. It can be thought of as the company's value right before adding fresh money, similar to valuing a house before a renovation. This figure helps investors understand how much of the company they will own after investing and how their investment impacts the company's overall value.

preferred shares financial

"invested USD $20 million in Greentank through the purchase of preferred shares"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

warrant financial

"secured a warrant giving it the option to increase its ownership stake"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Global Market market

"Our ordinary shares are listed on the Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Offering Details

secondary · Up to 30,221,578 ordinary shares

Offering

Offering Type secondary

Securities Offered Ordinary shares

Offering Amount Up to 30,221,578 ordinary shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does AIR Global PLC (AIIR) register in this prospectus supplement?

AIR Global PLC registers up to 30,221,578 ordinary shares under a supplement to its Form F-4 registration statement. The supplement also incorporates new disclosure from a recent Form 6-K into the existing prospectus.

What strategic investment did AIR Global PLC (AIIR) make in Greentank?

AIR Global PLC invested $20 million in Greentank Innovations Corp. through preferred shares. The deal is based on a $170 million pre-money valuation for Greentank and is tied to an expanded strategic partnership between the two companies.

What additional ownership option does AIR Global PLC (AIIR) have in Greentank?

AIR Global PLC holds a warrant to increase its Greentank stake by another 20% over 24 months. The warrant is exercisable at a $250 million valuation, reflecting AIR’s stated confidence in Greentank’s growth prospects.

What governance rights does AIR Global PLC (AIIR) gain from the Greentank deal?

AIR Global PLC gains the right to nominate one director to Greentank’s board as part of the transaction. The company also notes enhanced commercial terms, technology access and long-term supply assurances from the partnership.

At what price were AIR Global PLC (AIIR) shares last reported before this filing?

AIR Global PLC’s ordinary shares last traded at $6.00 per share on July 28, 2026, on the Nasdaq Global Market. This market price is provided as reference alongside the registration of up to 30,221,578 ordinary shares.

How long does AIR Global PLC (AIIR) have to exercise its Greentank warrant?

AIR Global PLC has 24 months to exercise its warrant to raise its Greentank ownership by 20%. Any exercise would occur at a $250 million valuation for Greentank, as specified in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/29/2026 - 04:05 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294714

Prospectus Supplement No. 2

(to Prospectus dated April 22, 2026)

UP TO 30,221,578 ORDINARY SHARES

OF

AIR GLOBAL PLC

This prospectus supplement amends and supplements the prospectus dated April 22, 2026 (the “Prospectus”), which forms part of our registration statement on Form F-4 (No. 333-294714). This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Report on Form 6-K (other than Exhibit 99.1 thereof), furnished to the Securities and Exchange Commission (the “SEC”) on July 29, 2026 (the “Form 6-K”). Accordingly, we have attached the Form 6-K (other than Exhibit 99.1 thereof) to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.

Our ordinary shares are listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “AIIR.” On July 28, 2026, the last reported sale price of our ordinary shares as reported on Nasdaq was $6.00 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 47 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 29, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2026

Commission File Number: 001-43297

AIR Global PLC

(Translation of registrant’s name into English)

Festival Office Tower

Dubai Festival City, 7th Floor

Dubai

United Arab Emirates

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  Form 40-F 

EXPLANATORY NOTE

On July 29, 2026, AIR Global PLC (NASDAQ: AIIR) (the “Company”) announced a strategic equity investment in Greentank Innovations Corp. (“Greentank”), a global leader of advanced vaporization hardware and technology. The investment deepens the strategic partnership the two companies formed in 2023 and reflects AIR’s continued strategy of investing in product innovation, with a particular focus on its Crown Switch electronic vapes.

Under the terms of the agreement, AIR has invested USD $20 million in Greentank through the purchase of preferred shares, based on a pre-money valuation of approximately USD $170 million. AIR has also secured a warrant giving it the option to increase its ownership stake in Greentank by another 20% over the next 24 months, at a valuation of USD $250 million, reflecting AIR’s confidence in Greentank’s growth trajectory. As part of the transaction, AIR will gain the right to nominate a director to Greentank’s board, along with enhanced commercial terms, access to new technologies and long term supply assurances.

On July 29, 2026, the Company issued a press release in relation to the Company’s strategic investment in Greentank, a copy of which is furnished as Exhibit 99.1 hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 29, 2026

AIR Global PLC

By: /s/ Stuart Brazier

Name: Stuart Brazier

Title: Chief Executive Officer