AIR Global updates prospectus for 154.6M shares
Rhea-AI Filing Summary
AIR Global PLC (AIIR) filed a prospectus supplement to its Form F-1, covering up to 154,623,867 ordinary shares, and incorporating information from a concurrent Form 6-K. The Form 6-K reports that wholly owned subsidiary AIR Limited has launched an offering of U.S. dollar‑denominated Rule 144A/Regulation S senior unsecured notes, to be guaranteed on a senior basis by AIR Global PLC and certain subsidiaries. AIR Limited expects to use the gross note offering proceeds to repay amounts outstanding under its term loan and revolving credit facilities, including related interest, premiums, fees and expenses, and for general corporate purposes, including offering expenses, although there is no assurance the notes offering will be completed.
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Key Figures
Key Terms
Rule 144A regulatory
Regulation S regulatory
senior unsecured notes financial
EU Prospectus Regulation regulatory
UK PRIIPs Regulation regulatory
qualified investors financial
Offering Details
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-298609
Prospectus Supplement No. 2
(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 21, 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 18, 2026, the last reported sale price of our ordinary shares as reported on Nasdaq was $7.44 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 21, 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
On September 21, 2026, AIR Limited, a direct, wholly owned subsidiary of AIR Global PLC (the “Company”) issued a press release relating to its proposed offering of senior unsecured notes pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of the press release is furnished hereto as Exhibit 99.1.
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 21, 2026
AIR Global PLC |
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By: |
/s/ Stuart Brazier |
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Name: Stuart Brazier |
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Title: Chief Executive Officer |
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EXHIBIT INDEX
Exhibit |
Description |
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99.1 |
Press Release issued by AIR Limited on September 21, 2026 announcing the proposed offering of senior unsecured notes. |
Exhibit 99.1
AIR Limited Launches Senior Unsecured Notes Offering
DUBAI, United Arab Emirates – September 21, 2026 – AIR Limited (the “Issuer”), a direct wholly owned subsidiary of AIR Global PLC (Nasdaq: AIIR) (the “Company” or “AIR”), today launched an offering (the “Offering”) of U.S. Dollar-denominated Rule 144A/Regulation S senior unsecured notes (the “Notes”). The Notes will be guaranteed on a senior basis by AIR and certain of the Issuer’s subsidiaries. The interest rate, offering price and certain other terms will be determined at the time of pricing of the Notes, subject to market conditions. The Issuer expects to use the gross proceeds from the Offering (i) to repay amounts outstanding under its term loan facility and revolving credit facility, including any accrued and unpaid interest, premiums, fees and expenses payable in connection with such repayment, and (ii) for general corporate purposes, including the payment of fees and expenses incurred in connection with the Offering. There can be no assurance that the Offering or the use of proceeds therefrom will be completed.
About AIR
Founded in 1999 and headquartered in Dubai, AIR is a global consumer brands and innovation company with a presence in more than 90 markets worldwide. Its portfolio reaches millions of adult consumers across social inhalation and modern nicotine categories through brands including Al Fakher (flavored shisha molasses), Crown Switch (closed system pod vaping platform), Crown Gems, and Al Fakher nicotine pouches.
AIR's strategy combines category-leading brands, scientific research, and in-house innovation capabilities. Strategic investments such as Greentank and royalty-generating intellectual property partnerships such as Crown Bar enhance its participation in fast-growing nicotine and inhalation categories. The Company develops next-generation technologies and products, including OOKA.
By connecting brands, technology, science, and commercial partnerships, AIR is building a differentiated platform positioned to shape the future of adult consumer experiences.
Disclaimer
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States or any other jurisdiction and the securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws of other jurisdictions.
The securities referred to herein are not being offered to the public in the European Economic Area (“EEA”) within the meaning of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”). In member states of the EEA, this announcement is directed only at persons who are “qualified investors” within the meaning of the EU Prospectus Regulation. This announcement must not be acted on or relied on in any member state of the EEA by persons who are not qualified investors. Any investment or investment activity to which this announcement relates is available only to qualified investors in any member state of the EEA.
The securities referred to herein are not being offered to the public in the United Kingdom within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”) (the “UK Prospectus Regulation”). In the United Kingdom, this announcement is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of the UK Prospectus Regulation who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (as amended, the “Order”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) who are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom) (as amended, the “FSMA”) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).
This announcement is directed only at (i) in the United Kingdom, persons who are Relevant Persons and (ii) in any member state of the EEA, persons who are qualified investors. Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and qualified investors in any member state of the EEA.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
No Offer or Solicitation
The Offering is being made by means of an offering memorandum. This press release is for informational purposes only and does not constitute (and shall not be construed as) an offer to sell or the solicitation of an offer to buy any securities of AIR Limited, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains “forward‑looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other U.S. federal securities laws. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “seek,” “should,” “target,” “will,” or, in each case, their negative or other variations or comparable terminology.
Such forward‑looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting the Issuer. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements.
Nothing in this press release should be regarded as a representation by the Issuer that the forward‑looking statements will be achieved. Forward‑looking statements speak only as of the date they are made, and the Issuer undertakes no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Contacts
AIR Investor Relations:
Gaurav Jain: Gaurav.jain@air.global; +971-56-439-4296
Anuja Shendye: a.shendye@air.global; +971-58-907-8782
investor@air.global
AIR Media Relations:
ICR for AIR
For more information, email inquiries to AIRglobal@icrinc.com