AIR Global launches senior notes deal to repay debt

Available on EDGAR 09/21/2026 - 06:03 AM EDT Accepted by SEC EDGAR 09/21/2026 - 06:03 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

AIR Global PLC (AIIR), through its wholly owned subsidiary AIR Limited, has launched a proposed offering of U.S. dollar‑denominated senior unsecured notes to qualified investors under Rule 144A and Regulation S. The notes will be guaranteed on a senior basis by AIR Global PLC and certain subsidiaries, with final terms such as interest rate and price to be set at pricing, subject to market conditions.

The issuer expects to use gross proceeds primarily to repay amounts outstanding under its term loan and revolving credit facilities, including related interest, premiums, fees and expenses, and secondarily for general corporate purposes and transaction costs. The company states there can be no assurance that the offering or the planned use of proceeds will be completed.

Key Figures

Year founded: 1999 Geographic presence: More than 90 markets Announcement date: September 21, 2026

3 metrics

Year founded 1999 AIR described as founded in 1999 in the company overview

Geographic presence More than 90 markets AIR reports a presence in more than 90 markets worldwide

Announcement date September 21, 2026 Date AIR Limited launched the senior unsecured notes offering

Key Terms

Rule 144A, Regulation S, senior unsecured notes, EU Prospectus Regulation, +1 more

5 terms

Rule 144A regulatory

"U.S. Dollar-denominated Rule 144A/Regulation S senior unsecured notes"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"U.S. Dollar-denominated Rule 144A/Regulation S senior unsecured notes"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

senior unsecured notes financial

"launched an offering of U.S. Dollar-denominated Rule 144A/Regulation S senior unsecured notes"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

EU Prospectus Regulation regulatory

"not being offered to the public in the European Economic Area within the meaning of Regulation (EU) 2017/1129"

A set of European Union rules that requires companies to produce a standard information document—like a detailed product label—when they offer securities to the public or list them on regulated markets. It matters to investors because the rules force clear, comparable disclosures about a company’s business, risks and finances, making it easier to evaluate investments, spot red flags and hold issuers accountable if information is misleading or incomplete.

UK PRIIPs Regulation regulatory

"no key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law"

FAQ

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

What transaction did AIR Global PLC (AIIR) announce on this Form 6-K?

AIR Global PLC’s subsidiary AIR Limited launched an offering of U.S. dollar‑denominated senior unsecured notes to qualified investors under Rule 144A and Regulation S, with final terms such as interest rate and offering price to be determined at pricing.

How does AIR Global PLC (AIIR) plan to use the proceeds from the notes offering?

AIR Limited expects to use the gross proceeds to repay amounts outstanding under its term loan and revolving credit facilities, including accrued interest, premiums, fees and expenses, and for general corporate purposes, including fees and expenses related to the offering.

Are the new notes of AIR Global PLC (AIIR) guaranteed by other group entities?

Yes. The senior unsecured notes will be guaranteed on a senior basis by AIR Global PLC and by certain subsidiaries of AIR Limited, providing group-level support for the issuer’s obligations under the notes.

Is the AIR Global PLC (AIIR) notes offering guaranteed to be completed?

No. The company explicitly states that there can be no assurance that the offering or the use of proceeds will be completed, highlighting that completion is subject to market conditions and other factors.

What business does AIR Global PLC (AIIR) operate in and where is it active?

AIR is a global consumer brands and innovation company founded in 1999 and headquartered in Dubai, with a presence in more than 90 markets worldwide across social inhalation and modern nicotine categories through brands such as Al Fakher and Crown Switch.

Who can participate in the AIR Global PLC (AIIR) notes offering in the U.S. and Europe?

In the United States, the notes are offered only to qualified investors under Rule 144A. In the EEA and the UK, the announcement targets qualified investors/Relevant Persons and explicitly excludes retail investors under the EU and UK prospectus and PRIIPs regimes.

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

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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
By:	/s/ Stuart Brazier
	Name:	Stuart Brazier
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit Description

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 32.9 KB