CANTOR EQUITY PARTNERS III INC SEC Filings

Cantor Equity Partners III (CAEP) and AIR Limited highlight their proposed SPAC business combination and AIR’s operating profile in an investor interview. AIR’s core business generated net turnover of $375 million, adjusted EBITDA of $150 million, and consolidated operating net cash flow of $149 million, and management emphasizes that the company is already profitable and cash‑generative. The deal implies an enterprise value of $1.75 billion and a forecast year-end net debt of $293 million, for an equity value of about $1.456 billion. AIR describes itself as the global leader in flavored hookah molasses through its Al Fakher brand, notes a manufacturer addressable market of about $1 billion within a $15–$20 billion consumer hookah spend, and details over $100 million invested in innovations like the charcoal‑free OOKA system, new vape products using a “quantum chip,” functional inhalation products, and nicotine pouches. CAEP and AIR explain that they do not plan to raise capital or include a PIPE in this transaction and that formal details will be provided in a Form F‑4 registration statement and proxy materials to be filed with the SEC.

Cantor Equity Partners III (CAEP) is moving forward with its planned business combination with AIR Limited, a global leader in hookah products and owner of the Al Fakher brand. AIR’s CEO highlights that in 2024 the business generated about $375 million in revenue, driving adjusted EBITDA of $150 million and operating cash flow of $149 million, reflecting a cash-generative tobacco-related model. He notes an estimated enterprise value of roughly $1.75 billion, with net debt expected around $290–295 million by year-end and leverage targeted below 2.5x.

AIR is not raising primary capital in the SPAC deal and indicates it is not reliant on merger proceeds because of its cash generation. The company is investing in innovations such as the charcoal-free, pod-based OOKA system, into which it has invested over $100 million and for which it holds more than 150 patents, and is aiming for this product to reach break-even by 2027. Management cites a global hookah total addressable market of about $15–20 billion annually, and expects the combined company to list on Nasdaq under the ticker AIIR, with closing targeted in the first half of 2026, subject to customary approvals and conditions.

Cantor Equity Partners III, Inc. (CAEP) filed its quarterly report, showing its SPAC capital base and early post‑IPO results. The company completed its IPO on June 27, 2025, selling 27,600,000 Class A shares for gross proceeds of $276,000,000, and a concurrent private placement of 580,000 shares for $5,800,000. At September 30, 2025, assets totaled $279,441,420, primarily U.S. Treasury bills held in the trust account at fair value of $279,139,774.

Q3 reflected typical pre‑combination SPAC economics: interest income from the trust of $2,945,426 drove net income of $2,758,085 (basic/diluted EPS $0.08 for each share class). Class A shares subject to possible redemption were carried at $283,280,549 in temporary equity. Working capital was about $63,000, with $3,141,000 of trust interest available for taxes. CAEP has until June 27, 2027 to complete a business combination. Subsequent to quarter‑end, it signed a Business Combination Agreement with AIR and a newly formed Pubco, with sponsor support that includes surrender of 3,400,000 Class B shares and an earn‑out on 1,500,000 Pubco shares.

Cantor Equity Partners III (CAEP) announced a proposed business combination with AIR Limited via a newly formed Jersey holding company, Pubco. The Rule 425 communication confirms the Business Combination Agreement between CAEP, AIR, Pubco and their merger subsidiaries as the parties move toward a shareholder vote and SEC review.

According to an article included in the communication, the deal implies a $1.75 billion value for the combined entity, which incorporates AIR’s projected net debt of $293 million. CAEP raised $276 million at its IPO. AIR is not raising new capital in the transaction; it would receive any CAEP cash held in trust that is not redeemed by shareholders.

The article notes AIR generated $375 million in revenue and $150 million in adjusted EBITDA last year and grew revenue at a 5% CAGR from 2020 to 2024. Upon completion—subject to approvals including a CAEP shareholder vote—shares are expected to trade on Nasdaq under the ticker AIIR, with timing targeted for the first half of 2026.

Cantor Equity Partners III, Inc. (CAEP) filed a Rule 425 communication about its proposed business combination with AIR Limited via a newly formed Jersey holding company, Pubco, using Cayman and Jersey merger subsidiaries.

Pubco intends to file a Form F-4 that will include CAEP’s proxy statement and a prospectus for the shareholder vote on the Transactions. Definitive materials will be mailed to CAEP shareholders as of a record date, and additional documents will be filed with the SEC. The communication is not an offer to sell securities.

The forward‑looking statements section notes conditions to closing, the need for CAEP shareholder approval, potential public shareholder redemptions, possible exchange listing outcomes, costs of becoming public, and other risks described in CAEP’s prior filings and the forthcoming Registration Statement.

Cantor Equity Partners III (CAEP) entered into a business combination agreement with AIR Limited to take a new Jersey holding company, Pubco, public. The deal uses a reference amount of $1,456,000,000 to determine the share exchange via a $10.00 price benchmark, with additional earnout shares equal to 5% of the exchange ratio, subject to forfeiture and conditions. At closing, CAEP shareholders (other than redeemed shares and certain sponsor surrenders) will receive Pubco ordinary shares on a one-for-one basis.

Company shareholders will receive Pubco shares per the calculated exchange ratio; options are cancelled for no consideration, while time- and performance-based equity awards convert into Pubco awards using the exchange ratio. Lock-ups apply: company holders are restricted for six months or until a qualifying transaction at $12.50 per share. The sponsor agreed to forfeit 3,400,000 Class B shares and subject 1,500,000 Pubco shares to earnout release at $12.50 and $15.00 price hurdles.

Closing requires SPAC shareholder approval, an effective Form F-4, antitrust clearances, and Nasdaq listing approval.

Cantor Equity Partners III, Inc. (CAEP) entered into a Business Combination Agreement to merge with AIR Limited via a newly formed Jersey holding company (Pubco). The structure includes two steps: CAEP merges into a Cayman subsidiary so that each CAEP Class A and Class B share receives one Pubco ordinary share (excluding any CAEP Class A shares redeemed and certain CAEP Class B shares surrendered), followed by AIR merging into a Jersey subsidiary, making both survivors wholly owned by Pubco, which will be publicly traded.

For the AIR merger, Company shareholders will receive Pubco shares based on a formula referencing $1,456,000,000, divided by fully‑diluted AIR shares and $10.00, plus an additional 5% in earnout shares subject to forfeiture. AIR holders are generally locked up for six months, with an earlier release tied to a transaction valuing Pubco shares at $12.50 or more per share. The Sponsor will forfeit 3,400,000 CAEP Class B shares and has 1,500,000 Pubco earnout shares that vest in two tranches at $12.50 and $15.00 price hurdles over 20 of 30 trading days.

Closing conditions include CAEP shareholder approval, effectiveness of a Form F‑4, antitrust clearances, and Nasdaq listing approval. Key AIR shareholders (> two‑thirds) and the Sponsor signed support agreements. No termination fee is payable; the agreement can terminate if conditions are not met within nine months, subject to a specified extension right.

Cantor Equity Partners III, Inc. (CAEP) announced a board change. On October 23, 2025, director Natasha Cornstein resigned from the Board of Directors. She had served on the Audit Committee and the Compensation Committee. The company stated her resignation was not due to any dispute or disagreement with the company or on any matter relating to its operations, policies or practices.

Form 4 shows Brandon Lutnick acquired control of voting shares tied to Cantor Equity Partners III, Inc. On 10/06/2025 Lutnick, through trusts for which he is trustee with decision-making control, closed the purchase of all voting shares of CF Group Management, Inc. for an aggregate purchase price of $200,000. The purchased stake gives Lutnick indirect beneficial ownership of 580,000 Class A ordinary shares and 6,900,000 Class B ordinary shares of the Company via the Sponsor structure described in the filing. The Class B shares convert one-for-one into Class A shares at the time of the Company’s initial business combination or at holder option. Lutnick is reported as Chairman and CEO and disclaims beneficial ownership beyond any pecuniary interest.