AIR Global registers 154.6M-share offering update

Rhea-AI Filing Summary

AIR Global PLC (AIIR) filed a prospectus supplement to its Form F-1, covering the offering of up to 154,623,867 ordinary shares and incorporating a recent Form 6-K. The Form 6-K describes that on September 10, 2026, AIR Global PLC fully settled a forward purchase agreement with Harraden Circle funds covering 5,000,000 shares.

Harraden sold 2,970 shares in the open market and paid the Company $31,152.02, then returned the remaining 4,997,030 “Recycled Shares”, which the Company cancelled. As a result, all obligations under the forward purchase agreement are satisfied. AIR Global’s ordinary shares trade on Nasdaq under the symbol AIIR, last reported at $7.68 on September 10, 2026.

Filing Explained

This September 11 Form 424B3 updates the prospectus for a registration statement covering up to 154,623,867 ordinary shares; it does not report that those shares were offered, sold, issued, or generated proceeds, so no current dilution is established by this filing.

Key Figures

Shares offered: 154,623,867 ordinary shares Forward purchase shares: 5,000,000 shares Recycled Shares cancelled: 4,997,030 shares +3 more

6 metrics

Shares offered 154,623,867 ordinary shares Maximum number of ordinary shares covered by the updated prospectus

Forward purchase shares 5,000,000 shares Shares initially subject to the forward purchase agreement with Harraden

Recycled Shares cancelled 4,997,030 shares Shares returned by Harraden and cancelled by AIR Global PLC on settlement

Shares sold by Harraden 2,970 shares Portion of the 5,000,000 shares sold on the open market by Harraden

Cash paid to Company $31,152.02 Amount Harraden paid to AIR Global PLC in connection with the 2,970 shares sold

Nasdaq share price $7.68 per share Last reported sale price of AIR Global ordinary shares on September 10, 2026

Key Terms

prospectus supplement, forward purchase agreement, business combination, Recycled Shares

4 terms

prospectus supplement regulatory

"This prospectus supplement amends and supplements the prospectus dated August 28, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward purchase agreement financial

"entered into a forward purchase agreement with Harraden Circle Investors, LP"

A forward purchase agreement is a contract in which a buyer commits now to purchase securities or assets from a company at a set price and on a future date, much like placing a pre-order for a product to be delivered later. For investors it matters because it provides predictable funding or supply, can affect share dilution and company valuation when the purchase happens, and signals the buyer’s confidence or risk exposure to future events.

business combination financial

"upon the consummation of the business combination between the Company and CAEP"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Recycled Shares financial

"Harraden returned the remaining 4,997,030 shares (the “Recycled Shares”) to the Company"

Offering Details

secondary

Offering

Offering Type secondary

FAQ

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

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

The prospectus supplement relates to an offering of up to 154,623,867 ordinary shares of AIR Global PLC and updates the existing Form F-1 prospectus by incorporating information from a Form 6-K dated September 11, 2026.

What forward purchase agreement did AIIR settle with Harraden funds?

AIR Global PLC settled a forward purchase agreement under which Harraden funds had purchased 5,000,000 Class A ordinary shares of CAEP that were exchanged into Company ordinary shares upon completion of the business combination between AIR Global PLC and Cantor Equity Partners III, Inc.

How many AIIR shares did Harraden sell and what cash did the Company receive?

Harraden sold 2,970 shares on the open market and paid AIR Global PLC $31,152.02 on the September 10, 2026 settlement date in connection with those sales under the forward purchase agreement.

How many AIR Global PLC shares were cancelled as Recycled Shares?

On the settlement date, Harraden returned 4,997,030 shares, referred to as the “Recycled Shares,” to AIR Global PLC, and the Company cancelled these shares upon receipt, fully satisfying its obligations under the forward purchase agreement.

On which market does AIIR trade and what was the recent share price?

AIR Global PLC’s ordinary shares trade on the Nasdaq Global Market under the symbol AIIR. On September 10, 2026, the last reported sale price of its ordinary shares on Nasdaq was $7.68 per share.

What risk disclosure applies to investing in AIIR’s securities?

Investing in AIR Global PLC’s securities involves a high degree of risk. Investors are directed to the “Risk Factors” section beginning on page 7 of the underlying prospectus for detailed risk information related to an investment in the Company’s securities.

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Available on EDGAR 09/11/2026 - 07:18 AM Accepted by SEC EDGAR 09/11/2026 - 07:17 AM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-298609

Prospectus Supplement No. 1

(to Prospectus dated August 28, 2026)

UP TO 154,623,867 ORDINARY SHARES

OF

AIR GLOBAL PLC

This prospectus supplement amends and supplements the prospectus dated August 28, 2026 (the “Prospectus”), which forms part of our registration statement on Form F-1 (No. 333-298609). 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, furnished to the Securities and Exchange Commission (the “SEC”) on September 11, 2026 (the “Form 6-K”). Accordingly, we have attached the Form 6-K 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 September 10, 2026, the last reported sale price of our ordinary shares as reported on Nasdaq was $7.68 per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 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 September 11, 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 September, 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 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

As previously reported, on May 11, 2026, AIR Global PLC (the “Company”) entered into a forward purchase agreement with Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (collectively, “Harraden”), pursuant to which Harraden purchased for a prepaid cash amount 5,000,000 Class A ordinary shares of Cantor Equity Partners III, Inc. (“CAEP”), which shares were exchanged for Company ordinary shares upon the consummation of the business combination between the Company and CAEP (the “Forward Purchase Agreement”). On September 10, 2026 (the “Settlement Date”), the Company fully settled the Forward Purchase Agreement with Harraden. With respect to the 5,000,000 shares initially subject to the Forward Purchase Agreement, Harraden sold 2,970 shares on the open market and paid to the Company on the Settlement Date $31,152.02 therefor. On the Settlement Date, Harraden returned the remaining 4,997,030 shares (the “Recycled Shares”) to the Company, which cancelled the Recycled Shares upon their receipt. As a result, all obligations under the Forward Purchase Agreement have been fully satisfied.

SIGNATURE

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

Date: September 11, 2026

AIR Global PLC

By: /s/ Stuart Brazier

Name: Stuart Brazier

Title: Chief Executive Officer