Cantor EP Sponsor shifts CAEP (CAEP) shares into Pubco in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,500,000 shares exercised/converted
Mixed
5 txns
Insider
Cantor EP Holdings III, LLC, CANTOR FITZGERALD, L. P., CF GROUP MANAGEMENT INC, Lutnick Brandon
Role
null | null | null | CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class B ordinary shares | 3,400,000 | $0.00 | -- |
| Exercise | Class B ordinary shares | 3,500,000 | $0.00 | -- |
| Grant/Award | Class A ordinary shares | 102,009 | $10.00 | $1.02M |
| Exercise | Class A ordinary shares | 3,500,000 | $0.00 | -- |
| Disposition | Class A ordinary shares | 4,182,009 | $0.00 | -- |
Holdings After Transaction:
Class B ordinary shares — 3,500,000 shares (Direct, null);
Class A ordinary shares — 682,009 shares (Direct, null)
Footnotes (1)
- On May 15, 2026, Cantor Equity Partners III, Inc. ("CAEP") issued Cantor EP Holdings III, LLC (the "Sponsor") 102,009 Class A ordinary shares, par value $0.0001 per share, of CAEP ("Class A Ordinary Shares") in repayment of amounts outstanding under the promissory note, dated June 25, 2025, at $10.00 per share in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of November 7, 2025, by and among CAEP, AIR Global PLC (formerly known as AIR Holdings Limited) ("Pubco"), AIR Limited ("AIR"), and the other parties thereto (the "Business Combination Agreement" and the transactions contemplated thereto, the "Business Combination"), and that certain Sponsor Support Agreement dated November 7, 2025, by and among CAEP, Pubco, AIR and the Sponsor (the "Sponsor Support Agreement"). On May 15, 2026, in connection with the consummation of the Business Combination, an aggregate of 3,400,000 Class B ordinary shares, par value $0.0001 per share, of CAEP ("Class B Ordinary Shares") were surrendered for cancellation by the Sponsor to CAEP for no consideration in accordance with the Sponsor Support Agreement (the "Class B Cancellation"). Following the Class B Cancellation, the Sponsor owned 3,500,000 Class B Ordinary Shares. As described in CAEP's registration statement on Form S-1 (File No. 333-287847) under the heading "Description of Securities", the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of CAEP's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights set forth in the amended and restated memorandum and articles of association of CAEP. As a result, immediately prior to the Cayman Merger (as defined in the Business Combination Agreement), an aggregate of 3,500,000 Class B Ordinary Shares held by the Sponsor were exchanged into an equal number of Class A Ordinary Shares. Following such transaction, the Sponsor owns zero Class B Ordinary Shares and 4,182,009 Class A Ordinary Shares. In connection with the Cayman Merger (as defined in the Business Combination Agreement), an aggregate of 4,182,009 Class A Ordinary Shares held by the Sponsor were exchanged into an equal number of ordinary shares, par value $0.0001 per share, of Pubco. Following such transaction, the Sponsor owns zero Class A Ordinary Shares. The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("CFLP") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Brandon Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP, and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As such, each of CFLP, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Key Figures
Note repayment shares: 102,009 Class A shares
Note repayment price: $10.00 per share
Class B cancellation: 3,400,000 Class B shares
+3 more
6 metrics
Note repayment shares
102,009 Class A shares
Issued at $10.00 per share as promissory note repayment on May 15, 2026
Note repayment price
$10.00 per share
Price for 102,009 Class A ordinary shares issued to sponsor
Class B cancellation
3,400,000 Class B shares
Surrendered for cancellation by sponsor for no consideration under Sponsor Support Agreement
Class B to Class A conversion
3,500,000 shares
Class B ordinary shares converted one-for-one into Class A immediately prior to Cayman Merger
Class A exchanged into Pubco
4,182,009 Class A shares
CAEP Class A shares exchanged into equal number of Pubco ordinary shares
Post-transaction CAEP holdings
0 Class A and 0 Class B shares
Sponsor’s CAEP share balances after Cayman Merger-related exchange
Key Terms
Business Combination Agreement, Sponsor Support Agreement, Cayman Merger, Class B ordinary shares, +1 more
5 terms
Business Combination Agreement financial
"in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of November 7, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Sponsor Support Agreement financial
"for no consideration in accordance with the Sponsor Support Agreement (the "Class B Cancellation")"
Cayman Merger financial
"immediately prior to the Cayman Merger (as defined in the Business Combination Agreement), an aggregate of 3,500,000 Class B Ordinary Shares"
Pubco financial
"In connection with the Cayman Merger, an aggregate of 4,182,009 Class A Ordinary Shares held by the Sponsor were exchanged into an equal number of ordinary shares, par value $0.0001 per share, of Pubco."
A pubco is a publicly traded company whose ownership is divided into shares bought and sold on the stock market. Think of it as a business whose ownership is open to many investors like a shop where anyone can buy a stake; it must follow public reporting rules and oversight so its finances and operations are more transparent. That transparency, along with share liquidity, is what makes pubcos investable and market-sensitive.
FAQ
What did Cantor EP Holdings III, LLC report in this CAEP Form 4?
Cantor EP Holdings III, LLC reported a restructuring of its CAEP holdings. It received 102,009 Class A ordinary shares at $10.00 per share and converted and exchanged larger positions into Pubco ordinary shares in connection with a business combination and Cayman Merger.