false
0002034268
0002034268
2026-05-11
2026-05-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 11, 2026
Cantor
Equity Partners III, Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42716 |
|
98-1576549 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
110 East 59th Street
New York, NY 10022
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 938-5000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
CAEP |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on November 7, 2025,
Cantor Equity Partners III, Inc., a Cayman Islands exempted company (“CAEP”), AIR Limited, a private limited company
incorporated under the laws of Jersey (“AIR”), AIR Holdings Limited, a private limited company incorporated under the
laws of Jersey (“Pubco”), Genesis Cayman Merger Sub Limited, a Cayman Islands exempted company, and Genesis Jersey
Merger Sub Limited, a private limited company incorporated under the laws of Jersey, entered into a business combination agreement (the
“Business Combination Agreement”) with respect to a business combination among CAEP, AIR and Pubco (the “Business
Combination”).
Forward Purchase Agreement
On May 11, 2026, CAEP and Pubco entered into a
forward purchase agreement (the “Forward Purchase Agreement”) with Harraden Circle Investors, LP (“HCI”),
(ii) Harraden Circle Special Opportunities, LP (“HCSO”), (iii) Harraden Circle Strategic Investments, LP (“HCSI”),
(iv) Harraden Circle Concentrated, LP (“HCC”) (with HCI, HCSO, HCSI, HCC collectively, as “Seller”) for
a prepaid share forward transaction. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such
terms in the Forward Purchase Agreement.
Pursuant to the terms of the Forward Purchase
Agreement, the Seller has agreed to purchase up to 5,000,000 Class A ordinary shares, par value $0.0001 per share, of CAEP (the “Shares”)
in accordance with the terms and conditions therein. The Forward Purchase Agreement provides that the Seller will be prepaid an aggregate
cash amount (the “Prepayment Amount”) equal to the (i) number of Shares, multiplied by (ii) the per-share redemption
price at the closing of the Business Combination (the “Initial Price”). The Seller will be paid the Prepayment Amount
directly from CAEP’s trust account on the earlier of (a) one (1) business day after the closing of the Business Combination and
(b) the date any assets from the trust account are disbursed in connection with the Business Combination.
From time to time and on any business day on which
Nasdaq and commercial banks in the City of New York are open for business (an “Exchange Business Day”) following the
closing of the Business Combination (any such date, an “MET Date”), and subject to the terms and conditions therein,
the Seller shall terminate the Transaction in whole or in part with respect to a number of Shares equal to or greater than 5,000 Shares
that are sold by Seller on or prior to such MET Date by giving notice of such termination and the specified number of Shares (such quantity,
the “Terminated Shares”); provided that, notwithstanding the foregoing, if at any time the number of Shares subject
to the Forward Purchase Agreement is less than 5,000 Shares, any sale, transfer or other disposition of the number of Recycled Shares
by Seller on any Exchange Business Day shall constitute a Mandatory Early Termination with respect to such Recycled Shares on such Exchange
Business Day. Upon any sale of Recycled Shares equal to or greater than 5,000 Shares by Seller (or upon sale of any number of Shares if
the number of Shares is less than 5,000 Shares at such time), (i) Seller shall provide same-day written notification to Pubco identifying
the number of Recycled Shares sold and the price per Recycled Share at which such Recycled Shares were sold (the “Average Price”),
and (ii) Pubco shall be entitled to an amount from Seller equal to (a) the Terminated Shares multiplied by (b) the sum of (x) the Initial
Price and (y) if the Average Price is greater than $15, the Average Price minus $15, which amount Seller shall pay to Pubco within four
settlement cycles following each MET Date. Seller may not sell any Recycled Shares below the minimum sales price or in excess of the volume
limits set forth in the Forward Purchase Agreement.
The Forward Purchase Agreement maturity date will
be the earlier of (a) 6 months after the closing of the Business Combination, or (b) ten Exchange Business Days following the date upon
which Pubco, in its sole discretion, delivers written notice to Seller that Pubco is accelerating the maturity date; provided that such
notice will not be effective until three months after the closing of the Business Combination. In addition, Pubco has the right, in its
sole discretion, to extend the maturity up to two times by three months each time by delivering written notice to Seller at least ten
Exchange Business Days in advance of the then-scheduled maturity date. At maturity, in exchange for the return of the number of remaining
Shares under the Forward Purchase Agreement, the Seller shall retain an amount equal to (i) the number of Shares multiplied by (ii) the
Initial Price.
The Seller also agreed to waive any redemption
rights with respect to the Shares during the term of the Forward Purchase Agreement.
The foregoing description of the Forward Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement,
which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Lock-up Release
In connection with the closing of the Business
Combination, CAEP, AIR and Pubco intend to enter into an agreement to waive the lock-up restrictions applicable for up to 1.5 million
Class B ordinary shares, par value $0.0001 per share, of CAEP held by Cantor EP Holdings III, LLC in order to facilitate compliance with
certain Nasdaq listing requirements.
Additional Information and Where to Find It
In connection with the
Business Combination and the other transactions contemplated by the Business Combination Agreement and the ancillary documents thereto
(the “Transactions”), Pubco filed with the United States Securities Commission (the “SEC”) a registration
statement on Form S-4 (the “Registration Statement”) which includes a preliminary proxy statement of CAEP and a prospectus
(the “Proxy Statement/Prospectus”). The definitive proxy statement and other relevant documents have been mailed to
shareholders of CAEP as of a record date established for the CAEP shareholder meeting for voting on the Transactions and other matters
as described in the Proxy Statement/Prospectus. CAEP and/or Pubco have also filed other documents regarding the Transactions with the
SEC. This Current Report on Form 8-K (this “Report”) does not contain all of the information that should be considered
concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF CAEP AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE,
THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH CAEP’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL
MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT CAEP, PUBCO, AIR AND THE TRANSACTIONS. Investors and security holders may obtain
copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC
by CAEP and Pubco, without charge on the SEC’s website at www.sec.gov or by directing a request to: Cantor Equity Partners III,
Inc., 110 East 59th Street, New York, NY 10022; e-mail: CantorEquityPartners@cantor.com, or upon written request to AIR Limited, via email
at investor@air.global, respectively.
NEITHER THE SEC NOR ANY
STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF
THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS REPORT. ANY REPRESENTATION
TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
No Offer or Solicitation
This Report and the information
contained herein are for informational purposes only and are not a proxy statement or solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Transactions and shall not constitute an offer to sell or exchange, or a solicitation
of an offer to buy or exchange the securities of CAEP or Pubco, or any commodity or instrument or related derivative, nor shall there
be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their
counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking
Statements
This Report contains
certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Transactions involving Pubco,
CAEP and AIR, including expectations, intentions, hopes, beliefs, prospects, financial results and plans regarding Pubco, AIR, CAEP and
the Transactions, statements regarding the anticipated benefits and timing of the completion of the Transactions, entry into certain agreements
subsequent to the entry into the Business Combination Agreement, the satisfaction of closing conditions to the Transactions, objectives
of management for future operations of Pubco, pro forma ownership of Pubco, the upside potential and opportunity for investors, investor
benefits, regulatory conditions, competitive position, technological and market trends, future financial condition and performance and
expected financial impacts of the Transactions, the satisfaction of closing conditions to the Transactions and the level of redemptions
of CAEP’s public shareholders, and Pubco’s and AIR’s expectations, intentions, strategies, assumptions or beliefs about
future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and
other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this Report, including, but not limited to: the risk that the Transactions may not be completed in a timely manner or at all, which may
adversely affect the price of CAEP’s securities; the risk that the Transactions may not be completed by CAEP’s business combination
deadline; the failure by the parties to satisfy the conditions to the consummation of the Transactions, including the approval of CAEP’s
shareholders; failure to realize the anticipated benefits of the Transactions; the level of redemptions of CAEP’s public shareholders
which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading
of the CAEP Class A Ordinary Shares or the Pubco Ordinary Shares; the lack of a third-party fairness opinion in determining whether or
not to pursue the Transactions; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after
closing of the Transactions; costs related to the Transactions and as a result of becoming a public company; changes in business, market,
financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business; risks related to
increased competition in the industries in which Pubco will operate; risks that after consummation of the Transactions, Pubco experiences
difficulties managing its growth and expanding operations; challenges in implementing Pubco’s business plan including due to operational
challenges, significant competition and regulation; being considered to be a “shell company” by any stock exchange on which
Pubco’s Ordinary Shares will be listed or by the SEC, which may impact Pubco’s ability to list Pubco’s Ordinary Shares
and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential
legal proceedings that may be instituted against Pubco, CAEP or others following announcement of the Transactions, and those risk factors
discussed in documents that Pubco and/or CAEP filed, or that will be filed, with the SEC.
The foregoing list of
risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in
the “Risk Factors” section of the IPO Prospectus, CAEP’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K,
and the Registration Statement filed by Pubco and AIR and the Proxy Statement/Prospectus contained therein, and other documents filed
by CAEP and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional
risks that none of CAEP, AIR and Pubco presently know or that CAEP, AIR and Pubco currently believe are immaterial that could also cause
actual results to differ from those contained in the forward-looking statements.
Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of CAEP,
AIR and Pubco assumes any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. None of CAEP, AIR and Pubco gives any assurance that any of CAEP, AIR or Pubco will achieve
its expectations. The inclusion of any statement in this Report does not constitute an admission by CAEP, AIR or Pubco or any other person
that the events or circumstances described in such statement are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Forward Purchase Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 11, 2026
| |
CANTOR EQUITY PARTNERS III, INC. |
| |
|
| |
By: |
/s/ Jane Novak |
| |
Name: |
Jane Novak |
| |
Title: |
Chief Financial Officer |
