[SCHEDULE 13G] AIR Global PLC Passive Investment Disclosure (>5%)
AIR Global PLC holders report 9.6% stake
AIR Global PLC received a Schedule 13G reporting that KIM AIR Limited and Khaleel Mamoori together beneficially own 15,463,722 Ordinary Shares, or 9.6% of the company’s Ordinary Shares.
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AIR Global PLC received a Schedule 13G reporting that KIM AIR Limited and Khaleel Mamoori together beneficially own 15,463,722 Ordinary Shares, or 9.6% of the company’s Ordinary Shares. This is based on 160,386,602 shares outstanding as of May 15, 2026.
KIM AIR Limited is the record owner of these shares, including 736,367 earnout shares that may be redesignated, redeemed or cancelled if vesting conditions are not met within five years after May 15, 2026. Mr. Mamoori exercises voting and investment power over the shares held by KIM AIR Limited, giving them shared voting and dispositive power over all 15,463,722 shares.
"The ownership information presented below represents beneficial ownership of Ordinary Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
earnout sharesfinancial
"15,463,722 Ordinary Shares, which includes 736,367 earnout shares that are subject"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
shared voting powerfinancial
"Shared Voting Power 15,463,722.00 7 | Sole Dispositive Power 0.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 15,463,722.00 9 15,463,722.00"
Schedule 13Gregulatory
"form_type": "SCHEDULE 13G""
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of AIR Global PLC (AIIR) does KIM AIR Limited report owning?
KIM AIR Limited reports beneficial ownership of 9.6% of AIR Global PLC’s Ordinary Shares. This corresponds to 15,463,722 shares, based on 160,386,602 Ordinary Shares outstanding as of May 15, 2026.
How many AIR Global PLC (AIIR) shares are beneficially owned by KIM AIR Limited and Khaleel Mamoori?
They report beneficial ownership of 15,463,722 Ordinary Shares of AIR Global PLC. KIM AIR Limited is the record holder, and Khaleel Mamoori has voting control and investment power over these shares.
What portion of AIR Global PLC (AIIR) shares reported are earnout shares?
The filing states that 736,367 of the 15,463,722 Ordinary Shares are earnout shares. These shares are subject to possible redesignation, redemption or cancellation if vesting conditions are not satisfied within five years after May 15, 2026.
Do KIM AIR Limited and Khaleel Mamoori have sole or shared voting power over AIR Global PLC (AIIR) shares?
They report 0 shares with sole voting or dispositive power and 15,463,722 shares with shared voting and dispositive power. This reflects Mr. Mamoori’s voting control and investment power over shares held by KIM AIR Limited.
On what share count is the 9.6% ownership in AIR Global PLC (AIIR) based?
The 9.6% beneficial ownership is calculated using 160,386,602 Ordinary Shares outstanding. This outstanding share figure is described as of May 15, 2026, from AIR Global PLC’s Annual Report on Form 20-F.
Who are the reporting persons in the AIR Global PLC (AIIR) Schedule 13G?
The Schedule 13G is filed on behalf of KIM AIR Limited and Khaleel Mamoori. KIM AIR Limited is organized under the laws of Jersey, and Mr. Mamoori is a citizen of Iraq and exercises voting and investment power over the shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AIR Global PLC
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G0180Y100
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0180Y100
1
Names of Reporting Persons
KIM AIR Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,463,722.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,463,722.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,463,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.6 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
G0180Y100
1
Names of Reporting Persons
Khaleel Mamoori
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
IRAQ
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,463,722.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,463,722.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,463,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.6 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AIR Global PLC
(b)
Address of issuer's principal executive offices:
Festival Office Tower, Dubai Festival City, 7th Floor, Office No. 700, Dubai, United Arab Emirates
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
KIM AIR Limited
Khaleel Mamoori
(b)
Address or principal business office or, if none, residence:
The business address of the Reporting Persons is 4th Floor, St Paul's Gate, 22-24 New Street, St Helier, Jersey JE1 4TR.
(c)
Citizenship:
KIM AIR Limited is organized under the laws of Jersey. Mr. Mamoori is a citizen of Iraq.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G0180Y100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of June 30, 2026, based upon 160,386,602 shares of Ordinary Shares outstanding as of May 15, 2026, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 21, 2026.
KIM AIR Limited is the record owner of 15,463,722 Ordinary Shares, which includes 736,367 earnout shares that are subject to redesignation, redemption or cancellation if certain vesting conditions are not met prior to the end of the five-year period following May 15, 2026. Mr. Mamoori exercises voting control and investment power over the Ordinary Shares held by KIM AIR Limited. As a result, Mr. Mamoori may be deemed to share beneficial ownership over the securities held by KIM AIR Limited.
(b)
Percent of class:
9.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
15,463,722
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
15,463,722
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
KIM AIR Limited
Signature:
/s/ James Dingle
Name/Title:
James Dingle, Director - Visdirect Services Limited
Date:
08/11/2026
Signature:
/s/ Paul Le Marquand
Name/Title:
Paul Le Marquand, Director - Viscorp Services Limited
