AIR Global PLC (AIIR) seeks approval for $52.45M buyback and 20% annual repurchase powers
Rhea-AI Filing Summary
AIR Global PLC is convening an Extraordinary General Meeting on 24 August 2026 at 2:00 p.m. London time, with a record date of 10 July 2026, to seek shareholder approval for several share repurchase authorities and an articles amendment. The central transaction is the repurchase of 5,000,000 ordinary shares from Harraden Circle funds at US$10.49 per share, for an aggregate US$52,450,000, implemented under a prepaid share forward agreement that requires shareholder approval under the Companies (Jersey) Law 1991.
Two further proposals would authorise the Board, subject to price limits, to repurchase up to 20% of the Company’s outstanding ordinary shares in each defined period through 24 August 2031, via off‑market issuer tender offers or privately negotiated transactions and via open‑market purchases on a securities exchange. The minimum repurchase price is set at US$0.0001 per share, with maximum prices tied to independent market bids, last transaction prices and, for tender offers, up to 30% above a 30‑day volume‑weighted average price. The Company states that, other than the Harraden repurchase, it has no other share repurchases currently planned.
The final proposal is a special resolution to amend the Articles of Association so that at least 14 clear days’ notice of general meetings may be given solely by directing eligible persons to a notice on the Company’s website instead of mailing notices. The Board of Directors unanimously recommends voting FOR all five proposals. Shareholders may attend in person in London or participate and vote via a virtual meeting platform, with internet voting instructions accepted until 11:59 p.m. Eastern Time on 23 August 2026.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
issuer tender offer financial
Articles of Association regulatory
Companies (Jersey) Law 1991 regulatory
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FAQ
How much stock could AIR Global PLC (AIIR) repurchase under the new standing authorizations?
Does AIR Global PLC (AIIR) plan additional buybacks beyond the Harraden transaction?
What change to AIR Global PLC (AIIR) Articles of Association is being proposed?
Who can vote at AIR Global PLC (AIIR) EGM and how can they submit votes?
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 August, 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
AIR Global PLC, a company incorporated under the laws of Jersey (the “Company”), hereby furnishes (i) a circular, attached to this Form 6-K as Exhibit 99.1, providing notice to the Company’s shareholders of an extraordinary general meeting of the Company’s shareholders (the “EGM”) and including a letter to the Company’s shareholders regarding the proposals to be submitted for approval at the EGM, and (ii) a copy of the proxy card, attached to this Form 6-K as Exhibit 99.2, for use by the Company’s shareholders to submit their votes in respect of such proposals.
On August 5, 2026, the Company issued a press release in relation to the calling of the EGM, a copy of which is attached to this Form 6-K as Exhibit 99.3.
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: August 5, 2026
AIR Global PLC
By: /s/ Stuart Brazier
Name: Stuart Brazier
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit |
Description |
|
|
99.1 |
Circular to Shareholders Relating to an Extraordinary General Meeting |
99.2 |
Proxy Card |
99.3 |
Press release of AIR Global PLC dated August 5, 2026 |
Exhibit 99.1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
AIR GLOBAL PLC
Incorporated and registered in Jersey
(Company Registration No. 162485)
(the "Company")
Circular relating to an Extraordinary General Meeting to consider, and if thought fit, pass the Resolutions detailed herein (“Circular”).
Notice of an Extraordinary General Meeting of AIR Global PLC to be held at 02:00 pm London time on 24 August 2026 at Sovereign Gate, 18‑20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom, for the sole purpose of considering and, if thought fit, passing the resolutions set out herein in this Circular. The Extraordinary General Meeting may transact such other business as may properly come before the meeting and any and all postponements or adjournments thereof.
Only shareholders of record of the Company as of the close of business on 10 July 2026 (the “Record Date”) are entitled to receive the notice of, and to vote at, the Extraordinary General Meeting. Each ordinary share of the Company, par value US$0.0001 per share (an “Ordinary Share”) entitles the holder thereof to one vote.
Voting on each resolution will be conducted on a poll. The Chair of the Extraordinary General Meeting intends to demand a poll on each resolution in accordance with the articles of association of the Company. On a poll, each Ordinary Share carries one vote and a shareholder entitled to more than one vote need not use all of those votes or cast all votes used in the same way.
The accompanying proxy card for use by shareholders should be completed and returned in accordance with the instructions printed thereon so as to be received by the Company (details for delivery below) as soon as possible and in any event not less than 48 hours before the appointed time of the Extraordinary General Meeting, or any adjournment thereof or, if applicable, before the time appointed for the taking of a poll at which the proxy proposes to vote, excluding any part of a day that is not a working day. Please note there are two options on the proxy card in respect of your proxy appointment, Option A which will mean Mary-Ann Orr (or her substitute) will be appointed as your proxy or Option B which allows you to appoint another individual as your proxy – in both cases you are required to confirm whether the proxy is appointed to vote on behalf of all or some of your Ordinary Shares of the Company.
Completion and return of the proxy card by a shareholder will not preclude him, her or it from attending and voting in person at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting does not revoke authority of a proxy to vote on the shareholder's behalf on any resolution proposed at that meeting; but the shareholder may not vote at the Extraordinary General Meeting without giving notice of revocation of the proxy's appointment to the Chairman of the Extraordinary General Meeting prior to the commencement of the meeting.
If a shareholder wishes to revoke a proxy appointment, written notice of revocation must be received by the Company via email to email address cosec@air.global before the commencement of the Extraordinary General Meeting or any adjournment thereof or the taking of the poll at which the proxy is used.
References in this Circular to the “Law” are to the Companies (Jersey) Law 1991, as amended.
Shareholders will be able to participate in the Extraordinary General Meeting through the electronic webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/AIIR2026SM ("Virtual Meeting Platform") when they enter their 16‐digit control number which is indicated on your proxy card. Instructions on how to attend and participate in the Extraordinary General Meeting via the webcast are posted on Virtual Meeting Platform. Shareholders will be able to vote their shares while attending the Extraordinary General Meeting by following the instructions on the Virtual Meeting Platform.
Before the Extraordinary General Meeting, shareholders will be able to transmit their voting instructions up until 11:59 p.m. Eastern Time on 23 August 2026 via Internet by going to www.proxyvote.com. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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AIR GLOBAL PLC
Registered Office: 15 Esplanade
St. Helier, JE1 1RB, Jersey
05 August 2026
To all shareholders of the Company
Dear Shareholder
On behalf of the Company, we are pleased to invite you to the Extraordinary General Meeting to be held at 02:00 pm London time on 24 August 2026 at Sovereign Gate, 18‑20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom.
Only shareholders of record of the Company as of the close of business on the Record Date are entitled to notice of, and to vote at, the Extraordinary General Meeting. Each Ordinary Share of the Company entitles the holder thereof to one vote.
The following proposals will be submitted to shareholders for approval at the Extraordinary General Meeting:
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The Extraordinary General Meeting may transact such other business as may properly come before the meeting.
The Board of Directors of the Company (the “Board”) unanimously recommends a vote “FOR” all foregoing items of business, which are more fully described below in this Circular. We encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board by approving all of the proposals listed above.
As used in this Circular, unless otherwise indicated, references to “AIR,” the “Company,” “we,” “us,” and “our,” and similar references refer collectively to AIR Global PLC, together with its consolidated subsidiaries as a consolidated entity.
We value and thank you for your continued support and look forward to welcoming you to our Extraordinary General Meeting on 24 August 2026.
Yours faithfully
The Board
For and on behalf of
AIR GLOBAL PLC
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AIR GLOBAL PLC incorporated in Jersey
(Company Registration No. 162485)
NOTICE OF AN EXTRAORDINARY GENERAL MEETING
OF THE SHAREHOLDERS OF THE COMPANY
NOTICE is hereby given that an Extraordinary General Meeting of AIR Global PLC (the “Company”) will be held at 02:00 pm London time on 24 August 2026 at Sovereign Gate, 18‑20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom.
Shareholders will be able to participate in the Extraordinary General Meeting through the electronic webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/AIIR2026SM ("Virtual Meeting Platform") when they enter their 16‐digit control number which is indicated on your proxy card. Instructions on how to attend and participate in the Extraordinary General Meeting via the webcast are posted on Virtual Meeting Platform. Shareholders will be able to vote their shares while attending the Extraordinary General Meeting by following the instructions on the Virtual Meeting Platform.
Before the Extraordinary General Meeting, shareholders will be able to transmit their voting instructions up until 11:59 p.m. Eastern Time on 23 August 2026 via Internet by going to www.proxyvote.com. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
The following proposals will be submitted to shareholders for approval at the Extraordinary General Meeting:
1. BY WAY OF ORDINARY RESOLUTION, to approve the repurchase by the Company of 5,000,000 ordinary shares of US$0.0001 par value each in the capital of the Company beneficially owned by Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (the "Harraden Repurchase Shares"), as more particularly described in this Circular (the “Harraden Share Repurchase Proposal”).
2. BY WAY OF ORDINARY RESOLUTION, to approve the terms of the prepaid share forward agreement entered into on 11 May 2026, between the Company, Cantor Equity Partners III, Inc, Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP, which govern the repurchase of the Harraden Repurchase Shares as more particularly described in this Circular (the “Harraden Share Repurchase Agreement Proposal”).
3. BY WAY OF ORDINARY RESOLUTION, to approve the off-market repurchase by the Company of its outstanding ordinary shares of US$0.0001 par value each in the capital of the Company (the "Ordinary Shares"), whether by issuer tender offer and/or privately negotiated transactions, as more particularly described in this Circular (the “Off-Market Share Repurchase Proposal”).
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4. BY WAY OF ORDINARY RESOLUTION, to approve the open market repurchase by the Company of its outstanding Ordinary Shares on a securities exchange, either with the assistance of a third party acting on behalf of the Company pursuant to Article 57A of the Companies (Jersey) Law 1991, as amended, or otherwise, as more particularly described in this Circular (the “Open Market Share Repurchase Proposal”).
5. BY WAY OF SPECIAL RESOLUTION, to approve, with immediate effect, the amendment to the Company’s amended articles of association (the “Articles”) to permit notice of general meetings to be given by drawing the attention of persons who have the right to attend the meeting to a notice on the Company's website (the “Articles Amendment Proposal”).
The Extraordinary General Meeting may transact such other business as may properly come before the meeting and any and all postponements or adjournments thereof.
The accompanying proxy card for use by shareholders should be completed and returned in accordance with the instructions printed thereon so as to be received by the Company (details for delivery below) as soon as possible and in any event not less than 48 hours before the appointed time of the Extraordinary General Meeting, or any adjournment thereof or, if applicable, before the time appointed for the taking of a poll at which the proxy proposes to vote, excluding any part of a day that is not a working day. Please note there are two options on the proxy card in respect of your proxy appointment, Option A which will mean Mary-Ann Orr (or her substitute) will be appointed as your proxy or Option B which allows you to appoint another individual as your proxy – in both cases you are required to confirm whether the proxy is appointed to vote on behalf of all or some of your Ordinary Shares of the Company.
Completion and return of the proxy card by a shareholder will not preclude him, her or it from attending and voting in person at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting does not revoke authority of a proxy to vote on the shareholder's behalf on any resolution proposed at that meeting; but the shareholder may not vote at the Extraordinary General Meeting without giving notice of revocation of the proxy's appointment to the Chairman of the Extraordinary General Meeting prior to the commencement of the meeting.
If a shareholder wishes to revoke a proxy appointment, written notice of revocation must be received by the Company via email to email address cosec@air.global before the commencement of the Extraordinary General Meeting or any adjournment thereof or the taking of the poll at which the proxy is used.
A shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, each appointment must specify the number and, if applicable, class of shares to which it relates.
Voting on each resolution will be conducted on a poll. The Chair of the Extraordinary General Meeting intends to demand a poll on each resolution in accordance with the Articles. On a poll, each Ordinary Share carries one vote and a shareholder entitled to more than one vote need not use all of those votes or cast all votes used in the same way.
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Instructions for accessing the Virtual Meeting Platform
Shareholders entitled to attend and vote at the Extraordinary General Meeting will be given the opportunity to remotely attend, hear the proceedings, communicate with the meeting, submit questions and vote at the Extraordinary General Meeting via the Virtual Meeting Platform.
Shareholders will be able to participate in the Extraordinary General Meeting through the electronic webcast of the meeting via the Internet at
www.virtualshareholdermeeting.com/AIIR2026SM ("Virtual Meeting Platform") when they enter their 16‐digit control number which is indicated on your proxy card. Instructions on how to attend and participate in the Extraordinary General Meeting via the webcast are posted on Virtual Meeting Platform. Shareholders will be able to vote their shares while attending the Extraordinary General Meeting by following the instructions on the Virtual Meeting Platform.
To attend remotely, hear the proceedings, communicate with the meeting, submit questions and/or vote at the Extraordinary General Meeting using this method, please go to the Virtual Meeting Platform.
Access to the Extraordinary General Meeting via the Virtual Meeting Platform will be available from 02:00 pm London time on 24 August 2026, as further detailed below.
The Chair of the Extraordinary General Meeting intends to demand a poll on each resolution in accordance with the Articles.
Although access to the Extraordinary General Meeting will be available from 02:00 pm London time on 24 August 2026, voting functionality via the Virtual Meeting Platform will not be enabled until the Chair of the Extraordinary General Meeting declares the relevant poll open.
Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Extraordinary General Meeting. Questions will be moderated before being put to the Chair of the Extraordinary General Meeting to avoid repetition and ensure that the questions relate to the formal business of the Extraordinary General Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Chair of the Extraordinary General Meeting will ensure that all such questions and/or any objections relating to the formal business of the Extraordinary General Meeting are addressed during the relevant meeting, but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Extraordinary General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under the Law; or (d) in circumstances where the provision of a response would, at the Chair’s discretion, otherwise be undesirable in the interests of the Company or the good order of Extraordinary General Meeting.
If attending the Extraordinary General Meeting via the Virtual Meeting Platform, Shareholders must ensure they are connected to the internet at all times during the Extraordinary General Meeting in order to submit questions and vote when the Chair commences polling. Therefore, it is the responsibility of the shareholders to ensure connectivity for the duration of the Extraordinary General Meeting via their relevant wireless or other internet connection.
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In case of any technical issues with the Virtual Meeting Platform shareholders may once they have entered the Virtual Meeting Platform for the Extraordinary General Meeting raise a question using the chat function.
Instructions for submitting votes via Internet
Before the Extraordinary General Meeting, shareholders will be able to transmit their voting instructions up until 11:59 p.m. Eastern Time on 23 August 2026 via Internet by going to www.proxyvote.com. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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PROPOSAL NO. 1
HARRADEN SHARE REPURCHASE PROPOSAL
General
The Harraden Share Repurchase Proposal, if approved, will sanction the purchase by the Company of 5,000,000 ordinary shares of US$0.0001 par value each in the capital of the Company beneficially owned by Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (the “Harraden Repurchase Shares”).
The Harraden Repurchase Shares were originally subject to the prepaid share forward agreement entered into by the Company, Cantor Equity Partners III, Inc., Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP dated 11 May 2026 (the “FPA”).
The repurchase will be effected pursuant to Article 57(3A) of the Law, at a price of US$10.49 per Harraden Repurchase Share, representing an aggregate purchase price of US$52,450,000. The purpose of the Harraden Share Repurchase Proposal is to satisfy Article 57(2) of the Law by obtaining shareholder sanction for the purchase of the Harraden Repurchase Shares.
Vote Required
Proposal 1 will be approved as an ordinary resolution if the votes cast “FOR” the proposal represent a majority of the total votes cast on a poll by shareholders who, being entitled to do so, vote in person, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. Pursuant to Article 57(3A)(b) of the Law, the Harraden Repurchase Shares do not carry the right to vote on this proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendations of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Harraden Share Repurchase Proposal. Unless revoked as provided above, proxies received by management will be voted in favour of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the Extraordinary General Meeting in respect of the Harraden Share Repurchase Proposal is as follows:
RESOLVED BY ORDINARY RESOLUTION THAT:
for the purposes of Article 57(2) of the Companies (Jersey) Law 1991, as amended, the purchase by the Company of 5,000,000 ordinary shares of US$0.0001 par value each in the capital of the Company and beneficially owned by Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (the "Harraden Repurchase Shares") be and is hereby sanctioned and approved
(the “Harraden Share Repurchase Proposal”).
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PROPOSAL NO. 2
HARRADEN SHARE REPURCHASE AGREEMENT PROPOSAL
General
The Harraden Share Repurchase Agreement Proposal, if approved, will approve the terms of the FPA relating to the purchase by the Company of the Harraden Repurchase Shares at a price of US$10.49 per Harraden Repurchase Share. The terms of the Harraden Share Repurchase are included within the FPA. The purpose of the Harraden Share Repurchase Agreement Proposal is to satisfy the requirements of Article 57(3A)(a) of the Law by obtaining shareholder approval of the relevant terms of the FPA in advance of the Harraden Share Repurchase.
Vote Required
Proposal 2 will be approved as an ordinary resolution if the votes cast “FOR” the proposal represent a majority of the total votes cast on a poll by shareholders who, being entitled to do so, vote in person, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. Pursuant to Article 57(3A)(b) of the Law, the Harraden Repurchase Shares do not carry the right to vote on this proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendations of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Harraden Share Repurchase Agreement Proposal. Unless revoked as provided above, proxies received by management will be voted in favour of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the Extraordinary General Meeting in respect of the Harraden Share Repurchase Agreement Proposal is as follows
RESOLVED BY ORDINARY RESOLUTION THAT:
for the purposes of Article 57(3A)(a) of the Companies (Jersey) Law 1991, as amended, the terms of the prepaid share forward agreement entered into on 11 May 2026, between the Company, Cantor Equity Partners III, Inc, Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP and Harraden Circle Concentrated, LP (the "Harraden Repurchase Shares") which govern the purchase by the Company of the Harraden Repurchase Shares at a price of US$10.49 per each Harraden Repurchase Share, as circulated to the shareholders as part of the notice and/or shareholder circular in connection with this meeting, be and is hereby approved
(the “Harraden Share Repurchase Agreement Proposal”).
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PROPOSAL NO. 3
OFF-MARKET SHARE REPURCHASE PROPOSAL
General
The Off-Market Share Repurchase Proposal, if approved, will generally authorise the Company to make purchases of Ordinary Shares other than on a securities exchange, including via issuer tender offer and/or via privately negotiated transactions.
The purpose of the Off-Market Share Repurchase Proposal is to satisfy the requirements of Article 57(2) and 57(3B)(b) of the Law by specifying the maximum number of Ordinary Shares that may be purchased, the minimum and maximum price parameters and the expiry date for the authority. If approved, the Off-Market Share Repurchase Proposal would provide flexibility to the directors of the Company, as they deem appropriate in accordance with the best interests of the Company and their fiduciary duties owed to the Company and its shareholders, to approve liability management transactions by the Company involving acquisitions of its outstanding shares other than on a securities exchange, subject to the Law, applicable market rules, liquidity requirements and other relevant factors. This will grant the Directors sufficient flexibility for timely actions at the appropriate time necessary to efficiently manage the capital of the Company.
Vote Required
Proposal 3 will be approved as an ordinary resolution if the votes cast “FOR” the proposal represent a majority of the total votes cast on a poll by shareholders who, being entitled to do so, vote in person, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendations of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Off-Market Share Repurchase. Unless revoked as provided above, proxies received by management will be voted in favour of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the Extraordinary General Meeting in respect of the Off-Market Share Repurchase is as follows:
RESOLVED BY ORDINARY RESOLUTION THAT:
for the purposes of Articles 57(2) and 57(3B)(b) of the Law, the Company be generally and unconditionally authorised to make purchases of ordinary shares of US$0.0001 par value each in the capital of the Company ("Ordinary Shares") other than on a securities exchange, via issuer tender offer and/or via privately negotiated transactions (the “Off Market Repurchase Shares”) on such terms as the directors think fit, provided that:
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(the “Off-Market Share Repurchase Proposal”).
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PROPOSAL NO. 4
OPEN MARKET SHARE REPURCHASE PROPOSAL
General
The Open Market Share Repurchase Proposal, if approved, will generally and unconditionally authorize the Company to make market purchases of Ordinary Shares on a securities exchange, either with the assistance of a third party acting on behalf of the Company pursuant to Article 57A of the Law or otherwise. The purpose of the Open Market Share Repurchase Proposal is to satisfy Articles 57(2) and 57(4) of the Law by specifying the maximum number of Ordinary Shares that may be purchased, the minimum and maximum price parameters and the expiry date for the authority. If approved, the Open Market Share Repurchase Proposal would provide flexibility to the directors of the Company, as they deem appropriate in accordance with the best interests of the Company and their fiduciary duties owed to the Company and its shareholders, to approve liability management transactions by the Company involving acquisitions of its outstanding shares other than on a securities exchange, subject to the Law, applicable market rules, liquidity requirements and other relevant factors. This will grant the Directors sufficient flexibility for timely actions at the appropriate time necessary to efficiently manage the capital of the Company.
If a third party is appointed to purchase shares on behalf of the Company, the directors will be required to comply with the requirements of Article 57A of the Law, including the applicable solvency statement requirements and the requirement that the relevant contract contains a limit on the total value of shares that may be purchased.
Vote Required
Proposal 4 will be approved as an ordinary resolution if the votes cast “FOR” the proposal represent a majority of the total votes cast on a poll by shareholders who, being entitled to do so, vote in person, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendations of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Open Market Share Repurchase Proposal. Unless revoked as provided above, proxies received by management will be voted in favour of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the Extraordinary General Meeting in respect of the Open Market Share Repurchase Proposal is as follows:
RESOLVED BY ORDINARY RESOLUTION THAT:
for the purposes of Articles 57(2) and 57(4) of the Law, the Company be generally and unconditionally authorised to make market purchases of Ordinary Shares on a securities exchange, either with the assistance of a third party acting on behalf of the Company pursuant to Article 57A of the Law or otherwise (the “Open Market Repurchase Shares”) on such terms as the directors think fit, provided that:
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(the “Open Market Share Repurchase Proposal”).
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PROPOSAL NO. 5
ARTICLES AMENDMENT PROPOSAL
General
The purpose of the Articles Amendment Proposal is to amend the Articles to permit notice of general meetings to be given by drawing the attention of persons who have the right to attend the meeting to a notice on the Company’s website rather than requiring the Company to give, mail, post or circulate the notice to its members. The Articles Amendment Proposal will apply only after it is approved and becomes effective and notice of this Extraordinary General Meeting should be given in accordance with the Articles as in effect before the Articles Amendment Proposal is approved. The proposed amendments to the Articles are provided below, with the proposed changes shown as underlined.
Vote Required
Proposal 5 will be approved as a special resolution if the votes cast “FOR” the proposal represent at least two-thirds of the total votes cast on a poll by shareholders who, being entitled to do so, vote in person, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative. Abstentions and broker non-votes will have no effect on the result of the vote.
Recommendations of the Board
The Board of Directors unanimously recommends a vote to approve and adopt the Articles Amendment Proposal. Unless revoked as provided above, proxies received by management will be voted in favour of such approval unless a contrary vote is specified.
The full text of the resolution to be voted upon at the Extraordinary General Meeting in respect of the Articles Amendment Proposal is as follows with the relevant suggested alterations to the Articles being underlined:
RESOLVED BY SPECIAL RESOLUTION THAT:
with immediate effect, Article 77 of the Articles of Association of the Company be and is hereby replaced in its entirety with a new Article 77 as follows:
"At least fourteen Clear Days' notice shall be given of every general meeting including without limitation an annual general meeting and any general meeting called for the passing of a Special Resolution. Every notice shall specify the place, the day and the time of the meeting and in the case of special business, the general nature of such business and, in the case of an annual general meeting, shall specify the meeting as such. Notwithstanding anything to the contrary in these Articles, notice for any general meeting may, pursuant to Article 91(5) of the Law and subject to (where applicable) the rules and regulations of the Designated Stock Exchange, be given solely by drawing the attention of persons who have the right to attend the meeting to a notice on the Company's website at https://www.air.global/ (or such other website as may be determined by the Directors of the
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Company from time to time) and, where the notice is so given, the Company is not required to give, mail, post or circulate the notice of any general meeting to its members in accordance with Article 92(2)(a) of the Law or otherwise."
with immediate effect, Article 180 of the Articles of Association of the Company be and is hereby replaced in its entirety with a new Article 180 as follows:
"Any notice to be given to or by any person pursuant to these Articles shall be in writing, save as provided in Articles 77, 144 and 154. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders."
(the “Articles Amendment Proposal”).
Dated this 5th day of August 2026
By Order of the Board.
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Exhibit 99.2
AIR GLOBAL PLC SOVEREIGN GATE, 18 20 KEW RD RICHMOND UPON THAMES TW9 2NA LONDON, UNITED KINGDOM SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on August 23, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AIIR2026SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy card should be received not less than 48 hours before the appointed time of the Extraordinary General Meeting or any adjournment thereof or, if applicable, before the time appointed for the taking of a poll at which the proxy proposes to vote, excluding any part of a day that is not a working day. Immediately upon its receipt, the proxy card will be deposited at the registered office address of the Company. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: T02465-Z93566 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY AIR GLOBAL PLC Shareholders are reminded that the below represents a concise summary of the relevant proposals. The full text of such proposals is provided in the shareholders' circular circulated by AIR Global plc (the "Company") on 5 August 2026. The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 1. Harraden Share Repurchase Proposal. To approve the Company’s repurchase of 5,000,000 ordinary shares of US$0.0001 par value each beneficially owned by Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, and Harraden Circle Concentrated, LP. 2. Harraden Share Repurchase Agreement Proposal. To approve the contract for the Company’s purchase of the Harraden Repurchase Shares at US$10.49 per share, in connection with the prepaid share forward agreement entered into on 11 May 2026. 3. Off-Market Share Repurchase Proposal. To approve the off-market repurchase by the Company of its outstanding ordinary shares, whether by issuer tender offer and/or privately negotiated transactions. 4. Open Market Share Repurchase Proposal. To approve the open market repurchase by the Company of its outstanding ordinary shares on a securities exchange, either with the assistance of a third party acting on behalf of the Company pursuant to Article 57A of the Companies (Jersey) Law 1991 or otherwise. 5. Articles Amendment Proposal. To approve amendments to the Company’s amended articles of association to permit notice of general meetings to be given by drawing attention to a notice on the Company’s website. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Extraordinary Meeting: The Notice of Meeting is available at www.proxyvote.com. T02466-Z93566 AIR GLOBAL PLC EXTRAORDINARY MEETING OF SHAREHOLDERS AUGUST 24, 2026 2:00 P.M. (LONDON TIME) THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 1. Shareholders should select either Option A or Option B below and, if not voting all their shares, should also clearly indicate the number of such shares. If opting for Option B, shareholders should clearly indicate the full name of the relevant proxy in the empty section provided below and, if not voting all their shares, should also clearly indicate the number of such shares. on the reverse side of this ballot, all of the ordinary shares of AIR GLOBAL PLC that the shareholder(s) is/are entitled to vote at the Extraordinary Meeting of Shareholders to be held at 2:00 p.m. (London time), on AUGUST 24, 2026, at Sovereign Gate, 18 20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom and virtually at www.virtualshareholdermeeting.com/AIIR2026SM, and any adjournment or postponement thereof, or, if not all of their ordinary shares of AIR GLOBAL PLC, then of such shares. Option B: Applies only if the shareholder(s), wishes to appoint a proxy other than the one provided above. The shareholder(s) hereby appoint(s) , as proxy and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of AIR GLOBAL PLC that the shareholder(s) is/are entitled to vote at the Extraordinary Meeting of Shareholders to be held at 2:00 p.m. (London time),on AUGUST 24, 2026, at Sovereign Gate, 18 20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom and virtually at www.virtualshareholdermeeting.com/AIIR2026SM, and any adjournment or postponement thereof, or, if not all of their ordinary shares of AIR GLOBAL PLC, then of such shares. 2. A shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, each appointment must specify the number and, if applicable, class of shares to which it relates, and each proxy may attend and vote only in respect of those shares. 3. In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the other joint holders, and seniority shall be determined by the order in which the names stand in the register of members of the Company. The names of all joint holders should be stated on the proxy card. 4. If a shareholder does not nominate a proxy of his/her own choice, it shall be assumed that the shareholder wishes to appoint Mary-Ann Orr, with the power to appoint her substitute, to act as proxy. If the proxy card is returned without any indication as to how the proxy shall vote, the proxy will exercise his or her discretion as to how he or she votes or whether he or she abstains from voting. If Mary-Ann Orr, with the power to appoint her substitute, is appointed as proxy without any voting indication, it shall be assumed that the shareholder wishes to vote in accordance with the Board's recommendations. 5. Every shareholder shall have one vote for each ordinary share held. On a poll, a shareholder entitled to more than one vote need not use all of those votes or cast all votes used in the same way. Unless indicated to the contrary, all votes in respect of a shareholder's shares will be cast in the same way. The proxy may vote at his or her discretion on any other business as may properly come before the meeting or any adjournment or postponement thereof. 6. Attendance at the Extraordinary General Meeting does not revoke authority of a proxy to vote on the shareholder's behalf on any resolution proposed at that meeting; but the shareholder may not vote at the Extraordinary General Meeting without giving notice of revocation of the proxy's appointment to the Chairman of the Extraordinary General Meeting prior to the commencement of the meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side
Exhibit 99.3
AIR Announces Extraordinary General Meeting of Shareholders
DUBAI, United Arab Emirates — August 5, 2026 — AIR Global PLC (“AIR” or the “Company”) (NASDAQ: AIIR), a global leader in advanced flavored inhalation technologies and pioneer of next-generation nicotine delivery systems, today announced that it will hold an Extraordinary General Meeting ("EGM") of shareholders at 2:00 p.m. London time on August 24, 2026, at Sovereign Gate, 18-20 Kew Rd, Richmond upon Thames TW9 2NA, London, United Kingdom. Shareholders of record as of the close of business on July 10, 2026 are entitled to notice of, and to vote at, the EGM.
Shareholders will be asked to approve five proposals. The first two proposals relate to the Company's previously announced repurchase of 5,000,000 ordinary shares beneficially owned by Harraden Circle Investors, LP and affiliated funds ("Harraden"). The repurchase and the terms of the related prepaid share forward agreement entered into on May 11, 2026 between the Company, Cantor Equity Partners III, Inc. and Harraden require shareholder approval under the Companies (Jersey) Law 1991, as amended.
Shareholders will also vote on two standing authorizations that would permit the Board to repurchase up to 20% of the Company's outstanding ordinary shares annually through 2031, either off-market (via issuer tender offer or privately negotiated transactions) or on the open market, subject to defined pricing parameters. These authorizations are administrative in nature and are intended to provide the Board with long-term flexibility to manage the Company's capital structure as circumstances warrant. Other than the Harraden repurchase, the Company has no other share repurchases currently planned.
The fifth proposal is a routine amendment to the Company's Articles of Association to permit notice of future general meetings to be given via posting on the Company's website only, consistent with common practice among foreign issuers listed on Nasdaq.
The Board of Directors unanimously recommends that shareholders vote "FOR" all five proposals. Full details of the proposals, including the complete text of each resolution, are set out in the Company's shareholder circular dated August 5, 2026, which has been sent to shareholders and is available on the Company's investor relations website.
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.
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 Company. 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, including, among others: statements regarding the announced annual general meeting; the Company’s ability to execute its product development and commercialization strategy;; and other risks described in the Company’s filings with the SEC, including the Company’s Form 20‑F for the year ended December 31, 2025 and subsequent furnished or filed reports.
Nothing in this press release should be regarded as a representation by the Company that the forward‑looking statements will be achieved. Forward‑looking statements speak only as of the date they are made, and the Company 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.
No Offer or Solicitation
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 the Company, 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.
Contacts
AIR Investor Relations:
Gaurav Jain: Gaurav.jain@air.global; +971-56-439-4296
Anuja Shendye: Anuja.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