IPO and Fundraising - The company completed its Initial Public Offering on June 27, 2025, issuing 27,600,000 Class A ordinary shares at a price of $10.00 per share, generating gross proceeds of $276,000,000[25]. - An additional $5,800,000 was raised through the sale of Private Placement Shares at the same price of $10.00 per share[26]. - The total net proceeds of $276 million from the IPO and Private Placement were placed in a Trust Account, which may only be invested in U.S. government securities or held as cash[142]. - As of December 31, 2025, the company has approximately $281,884,000 available for the Business Combination from the Trust Account[65]. - As of December 31, 2025, the company had $25,000 in cash in its operating account, compared to $0 in 2024, indicating a significant increase in liquidity[161]. - The Sponsor has committed to loan the company up to $1,750,000 to finance transaction costs related to the Business Combination, with approximately $312,000 drawn as of December 31, 2025[162]. Business Combination - The company has until June 27, 2027, to complete the Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account[29]. - The Business Combination Agreement with AIR was executed on November 7, 2025, which will result in shareholders receiving one Pubco Ordinary Share for each Class A ordinary share held[32][33]. - The company anticipates that the post-Business Combination entity will own or acquire 100% of the equity interests or assets of the target business[42]. - The Business Combination may be financed through cash, debt, equity securities, or a combination of these, providing flexibility in structuring the deal[66]. - The company may seek additional financing through private offerings of debt or equity securities to complete the Business Combination, which could lead to dilution for public shareholders[68]. - The company is focused on acquiring businesses in sectors such as financial services, digital assets, healthcare, real estate services, technology, and software[149]. - The company entered into a Business Combination Agreement on November 7, 2025, which will result in shareholders receiving Pubco Ordinary Shares[157]. Redemption and Shareholder Rights - The redemption price for Public Shares upon completion of the Business Combination is set at $10.36 per share, including $0.15 per share from the Sponsor Note[87]. - The company will provide Public Shareholders the opportunity to redeem all or a portion of their Public Shares upon completion of the Business Combination, either through a general meeting or a tender offer[88]. - If the Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any redemption for their shares[102]. - The company may limit redemption rights to 15% of Public Shares for shareholders acting in concert, to prevent large blocks of shares from being used to block the Business Combination[98]. - If the Business Combination is not completed by the end of the Combination Period, Public Shareholders may receive only $10.36 per share, which includes $0.15 per share from the Sponsor Note[doc id='124']. Financial Performance - For the year ended December 31, 2025, the company reported a net income of approximately $3,605,000, driven by $5,869,000 in interest income, offset by $2,203,000 in general and administrative expenses[167]. - The company incurred a net loss of approximately $61,000 for the year ended December 31, 2024, entirely attributed to general and administrative expenses[168]. - The working capital deficit was approximately $1,888,000 as of December 31, 2025, up from approximately $164,000 in 2024, reflecting increased financial pressure[161]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[166]. Corporate Governance - The company is classified as a "controlled company" under Nasdaq standards, allowing it to utilize certain exemptions from corporate governance requirements[202]. - The company has three directors, with terms structured to ensure staggered elections[199]. - The Audit Committee is required to have at least three independent members, but currently has only one member[204]. - The company has not formally established specific minimum qualifications for directors but considers various factors in the nomination process[209]. - The company has agreed to pay cash fees to independent directors of $50,000 per year, payable quarterly[215]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[60]. - The company will remain an emerging growth company until it meets specific revenue or market capitalization thresholds, including total annual gross revenue of at least $1.235 billion or a market value exceeding $700 million[121]. - The SEC's new SPAC rules, effective July 1, 2024, may materially affect the company's ability to negotiate and complete the Business Combination[doc id='155']. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2026, as mandated by the Sarbanes-Oxley Act[120]. - The company has incurred increased expenses due to being a public company, including legal and compliance costs[166]. Risks and Challenges - The company faces competition from well-established entities in identifying and completing business combinations, which may limit its ability to acquire larger target businesses[116]. - The company may encounter regulatory review and approval requirements that could hinder the completion of the Business Combination[doc id='124']. - The company may pursue business combinations with targets that are financially unstable or in early stages of development, exposing it to inherent risks[66]. - The company faces increased competition for attractive acquisition targets due to a rise in the number of SPACs going public in recent years[doc id='124']. Miscellaneous - The company has not paid any cash dividends to date and does not intend to do so prior to the completion of the Business Combination[136]. - The company has not established any limit on the amount of consulting or management fees that may be paid to directors or management after the Business Combination[218]. - The company has waived rights to liquidating distributions from the Trust Account for Founder Shares or Private Placement Shares if the Business Combination is not completed[105].

Core Insights - The research study commissioned by AIR Limited demonstrates that the use of AIR's OOKA charcoal-free waterpipe and electronic vaping products significantly reduces secondhand toxicant exposure compared to traditional smoking methods [1][2] Group 1: Study Findings - The study found that the use of AIR's OOKA and electronic vaping products resulted in significantly lower levels of harmful chemicals and pollutants in indoor air compared to conventional waterpipes and combustible cigarettes [1] - In one-occupant scenarios, the study observed nearly complete elimination of carbon monoxide (CO), formaldehyde, benzene, and NNK (a tobacco-specific carcinogen) when using AIR's OOKA [1] - Particulate matter levels (PM10 and PM2.5) were approximately 40% lower during the use of AIR's OOKA compared to conventional waterpipe use [1] Group 2: Multi-Occupant Scenarios - In scenarios with ten occupants, increases in volatile organic compounds and polycyclic aromatic hydrocarbons were primarily observed during cigarette smoking, while negligible levels were noted during the use of other products [1] Group 3: Company Background - AIR Limited, founded in 1999 and headquartered in Dubai, operates in over 90 markets globally and includes brands such as Al Fakher and Hookah.com in its portfolio [2] - The company is positioned as a leader in social inhalation innovation, focusing on minimizing harm while maximizing enjoyment through advanced technology [2] Group 4: Business Combination - AIR announced a definitive business combination agreement with Cantor Equity Partners III, which is expected to result in AIR Global Limited becoming publicly listed on Nasdaq under the ticker symbol "AIIR" in the first half of 2026 [1][2]

Core Insights - The article discusses the author's journey from a political career to value investing, emphasizing the importance of risk management and long-term wealth growth [1] Group 1: Career Transition - The author initially pursued a career in politics but shifted to finance after facing challenges in 2019, recognizing the need for financial stability [1] - A sales role at a law firm from 2020 to 2022 allowed the author to excel and manage a team, contributing to the development of sales strategies [1] - The experience gained during this period was instrumental in assessing company prospects based on their sales strategies [1] Group 2: Investment Philosophy - The author identifies as a value investor, focusing on an owner's mindset and long-term investment horizons [1] - A position as an investment advisory representative at Fidelity from 2022 to 2023 highlighted a conflict between the author's value investing approach and Fidelity's reliance on modern portfolio theory [1] - The author ultimately left Fidelity due to the inability to align investment strategies internally, reaffirming a commitment to value investing [1] Group 3: Current Endeavors - Since November 2023, the author has been writing for Seeking Alpha, sharing investment opportunities discovered through personal research and experience [1] - The articles serve as a platform for the author to document and share the investment journey with readers, fostering a community of like-minded investors [1]

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of approximately $2.76 million, primarily from $2.95 million in interest income on investments held in the Trust Account[148]. - For the nine months ended September 30, 2025, the company had a net income of approximately $2.67 million, again mainly from interest income of $2.95 million[150]. - The company incurred general and administrative expenses of approximately $157,000 for the three months ended September 30, 2025, and $245,000 for the nine months ended September 30, 2025[148][150]. - Net income (loss) per ordinary share is calculated by dividing net income (loss) applicable to shareholders by the weighted average number of ordinary shares outstanding[161]. Initial Public Offering - The company completed its Initial Public Offering on June 27, 2025, raising $276 million from the sale of 27.6 million Class A ordinary shares at $10.00 per share, including $5.8 million from a private placement[133][134]. Cash and Working Capital - As of September 30, 2025, the company had cash of $25,000 and a working capital of approximately $63,000, compared to a working capital deficit of approximately $164,000 as of December 31, 2024[144]. - As of September 30, 2025, the company had approximately $12,000 outstanding under the Sponsor Loan, with no borrowings under Working Capital Loans or the Sponsor Note[156]. Business Combination - The company has until June 27, 2027, to complete its Business Combination, or it will liquidate and redeem public shares at a price equal to the amount in the Trust Account[136]. - The company is focusing its search for target businesses in sectors such as financial services, digital assets, healthcare, real estate services, technology, and software[132]. - The SEC adopted new rules for SPACs effective July 1, 2024, which may impact the company's ability to negotiate and complete its Business Combination[137]. - The company has received a commitment from the Sponsor to provide up to $1.75 million in loans to cover transaction costs related to the Business Combination[145]. - The company engaged Cantor Fitzgerald & Co. as an advisor for the Business Combination, with a cash fee of $10,380,000 payable upon consummation[153]. Sponsor Loans - The Sponsor has agreed to lend the company up to $4,140,000 under a promissory note, with a conversion option into Class A ordinary shares at $10.00 per share[154]. - The Sponsor has committed up to $1,750,000 in a Sponsor Loan to cover transaction costs and working capital, also convertible into Class A ordinary shares at $10.00 per share[155]. Other Financial Information - The company accounts for 27,600,000 Class A ordinary shares as temporary equity subject to possible redemption as of September 30, 2025[159]. - The company has not generated any operating revenues to date and will not do so until after the completion of the Business Combination[147]. - The company has not reported any off-balance sheet arrangements or contractual obligations as of September 30, 2025[163]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[164].

Financial Performance - The company reported a net loss of approximately $63,000 for the three months ended June 30, 2025, compared to a net loss of approximately $3,000 for the same period in 2024 [132]. - For the six months ended June 30, 2025, the company had a net loss of approximately $90,000, which included approximately $88,000 in general and administrative expenses [133]. - The net loss per ordinary share is calculated by dividing the net loss applicable to shareholders by the weighted average number of ordinary shares outstanding [144]. Initial Public Offering - The company completed its Initial Public Offering on June 27, 2025, raising $276 million from the sale of 27.6 million Class A ordinary shares at $10.00 per share, including $5.8 million from a private placement [122][123]. - The company has engaged Cantor Fitzgerald & Co. as an advisor for the Business Combination, agreeing to pay a fee of $10.38 million, which is 3.5% of the gross proceeds from the Initial Public Offering [135]. Business Combination - The company has until June 27, 2027, to complete its Business Combination, or it will liquidate and redeem Public Shares at a price equal to the amount in the Trust Account [125]. - The Sponsor has committed to provide up to $1.75 million in loans to cover transaction costs related to the Business Combination, with no amounts drawn as of June 30, 2025 [129][137]. - The SEC's new rules for SPACs, effective July 1, 2024, may impact the company's ability to negotiate and complete its Business Combination, potentially increasing costs and time [126]. Financial Position - As of June 30, 2025, the company had approximately $405,000 in cash and a working capital of approximately $357,000, compared to a working capital deficit of approximately $164,000 as of December 31, 2024 [128]. - The company has not generated any operating revenues to date and will only generate non-operating income from interest on amounts held in the Trust Account [131]. - The company has 27,600,000 Class A ordinary shares subject to possible redemption as of June 30, 2025, classified as temporary equity [142]. - There were no off-balance sheet arrangements or contractual obligations as of June 30, 2025 [146]. Target Business Focus - The company is focusing its search for target businesses in sectors such as financial services, digital assets, healthcare, real estate services, technology, and software [121].

Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ | Cayman Islands | 6770 | 98-1576549 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | | | th Street | | | | 110 East 59 | | | | New York, NY 10022 | | | | Telephone: (212) 938-5000 ...

As filed with the United States Securities and Exchange Commission on June 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________ Cantor Equity Partners III, Inc. (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) _________________________ Copies to: Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Sch ...