CANTOR EQUITY PARTNERS III INC SEC Filings

Cantor EP Holdings III, Cantor Fitzgerald, CF Group Management and Brandon G. Lutnick report that they no longer beneficially own any shares of Cantor Equity Partners III, Inc. as of May 15, 2026. This amendment to their Schedule 13D reflects changes tied to a completed business combination.

On May 15, 2026, the issuer repaid a promissory note by issuing 102,009 Class A ordinary shares to the sponsor at $10.00 per share. The sponsor also surrendered 3,400,000 Class B ordinary shares for cancellation, leaving it with 3,500,000 Class B shares before the merger closed.

In the Cayman Merger, the issuer merged with a merger subsidiary and shareholders received one Pubco ordinary share for each ordinary share, excluding the cancelled Class B shares and any redeemed Class A shares. The sponsor’s ordinary shares in the issuer were cancelled and exchanged for an equal number of Pubco ordinary shares, so the reporting persons now hold no securities of the issuer and have ceased to be 5% beneficial owners.

Cantor Equity Partners III, Inc. and its sponsor restructured their ownership through a business combination and Cayman Merger. Cantor EP Holdings III, LLC received 102,009 Class A ordinary shares at $10.00 per share as repayment of a promissory note tied to the business combination.

Immediately prior to the Cayman Merger, 3,500,000 Class B ordinary shares held by the sponsor were exchanged on a one-for-one basis into 3,500,000 Class A ordinary shares, bringing the sponsor’s Class A holdings to 4,182,009 shares. In the Cayman Merger, those 4,182,009 Class A ordinary shares were exchanged into an equal number of Pubco ordinary shares, leaving the sponsor with no Class A or Class B shares of Cantor Equity Partners III, Inc. Other reporting entities and Brandon Lutnick may be deemed beneficial owners through their interests in the sponsor but disclaim beneficial ownership beyond any pecuniary interest.

Harraden Circle–affiliated entities and Fortmiller Frederick Vincent Jr. filed an initial Form 3 for Cantor Equity Partners III, Inc., reporting indirect ownership of 5,000,000 Class A shares. The filing identifies each reporting person as a ten percent owner, reflecting a significant existing stake rather than a new transaction.

Cantor Equity Partners III, Inc. notified that its Class A Ordinary Shares were removed from listing and/or withdrawn from registration on the Nasdaq Stock Market LLC under Section 12(b). Nasdaq certified compliance with 17 CFR 240.12d2-2 and the issuer's exchange rules; the notice is signed by an exchange representative.

Cantor Equity Partners III, Inc. ownership update: TD Securities (USA) LLC and related Toronto Dominion entities report beneficial ownership of 1,539,459 shares, representing 5.5% of Class A ordinary shares. The filing states TD Securities (USA) LLC holds sole voting and dispositive power over 1,415,000 shares and The Toronto-Dominion Bank holds sole voting and dispositive power over 124,459 shares. The filing is a joint Schedule 13G/A amendment executed on 05/15/2026 and includes a joint filing agreement among the reporting entities; TDH, TD GUS and TD Bank disclaim direct ownership except to the extent of pecuniary interest.

Cantor Equity Partners III, Inc. ownership filing: Meteora Capital, LLC and Vik Mittal report 2,733,768 shares of Class A common stock, representing 9.70% of the class. The reported position is held by funds and managed accounts for which Meteora Capital acts as investment manager, with shared voting and dispositive power over the 2,733,768 shares.

Cantor Equity Partners III Inc. ownership disclosure: Harraden group and affiliated entities report beneficial ownership of 5,000,000 Ordinary Shares, representing 14.25% of the class. The reported position is held with shared voting and dispositive power of 5,000,000 shares and is attributed to Harraden Fund vehicles, Harraden GP/LLC, and Mr. Frederick V. Fortmiller in his capacity as managing member.

The filing states the Harraden entities are Delaware partnerships/LLCs and that Mr. Fortmiller may be deemed to indirectly beneficially own the disclosed shares through his roles. The signature block is dated 05/14/2026.

Cantor Equity Partners III, Inc. reported that shareholders approved its proposed business combination with AIR Limited and related mergers with a vote of 20,758,868 for, 2,206,105 against and 11,742 abstaining. A companion merger proposal and a set of changes to organizational documents for the future parent company, Pubco, also received strong shareholder support.

Shareholders additionally approved a Nasdaq-related proposal covering the issuance of Pubco ordinary shares for the merger, repayment of up to $1,750,000 under a sponsor promissory note, and shares reserved under an incentive plan. In connection with the meeting, holders of 22,373,640 CAEP Class A ordinary shares elected to redeem, leading to approximately $233,804,538.00, or about $10.45 per share including sponsor funding, being withdrawn from the trust account. After these redemptions, CAEP reports 5,226,360 public shares outstanding and expects to complete the business combination once remaining closing conditions are met.

Cantor Equity Partners III, Inc. (CAEP) entered into a Forward Purchase Agreement under which a group of Harraden Circle funds may purchase up to 5,000,000 CAEP Class A ordinary shares in connection with its pending business combination with AIR Limited and Pubco.

The seller will receive a prepaid cash amount from CAEP’s trust account equal to the number of shares times the per-share redemption price at closing, with economics settled over time as shares are sold after the merger. The agreement generally runs for six months after closing, with Pubco able to accelerate or extend the maturity under defined conditions.

Separately, CAEP, AIR and Pubco plan to waive lock-up restrictions for up to 1.5 million CAEP Class B shares held by Cantor EP Holdings III, LLC to help satisfy Nasdaq listing requirements related to the business combination.