425: AIR & Cantor Equity Partners File F-4 for Nasdaq Merger

AIR Limited and Cantor Equity Partners III, Inc. announced the public filing of Form F-4 with the SEC, moving closer to their planned business combination and Nasdaq listing, reporting strong FY2025 financial results.

Summary

• AIR Limited and Cantor Equity Partners III, Inc. (CAEP) have filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission (SEC) in connection with their previously announced proposed business combination.
• The combined entity, AIR Global PLC, is expected to become publicly listed on the Nasdaq under the ticker symbol AIIR.
• The transaction is anticipated to close in the first half of 2026, subject to regulatory approvals and other customary conditions.
• AIR reported a 6% increase in revenue to approximately $400 million for the year ending December 31, 2025, up from $377 million in the previous year.
• Profit for the year significantly grew to $47 million in FY2025, compared to $34 million in FY2024, representing a 38.2% increase.
• Adjusted EBITDA improved by 7% to $139 million in FY2025, from $130 million in FY2024.
• Stuart Brazier, CEO of AIR, highlighted the F-4 filing as an important milestone and expressed optimism about the rising global popularity of hookah, especially in the U.S.
• AIR's portfolio includes Al Fakher, the world's leading hookah brand, Hookah.com, North America's number one B2B e-commerce platform for hookah and shisha, and OOKA, an innovative charcoal-free shisha device.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to strong financial performance in FY2025, significant progress towards a Nasdaq listing, and management's optimistic outlook on market growth and product innovation.

Positives

• Revenue increased by 6% to $400 million for the year ended December 31, 2025.
• Profit for the year increased by 38.2% to $47 million for the year ended December 31, 2025.
• Adjusted EBITDA grew by 7% to $139 million for the year ended December 31, 2025.
• Profit for the year as a percentage of revenue improved from 9.1% in FY2024 to 11.7% in FY2025.
• Adjusted EBITDA Margin slightly increased from 34.4% in FY2024 to 34.8% in FY2025.
• The public filing of Form F-4 is a significant milestone towards becoming a public company and listing on Nasdaq.
• Management expresses optimism about the rising global popularity of hookah, particularly in the U.S.
• The company expects to gain a strong capital foundation, financial flexibility, and institutional credibility from the public listing.
• AIR possesses a strong brand portfolio, including Al Fakher, the world's leading hookah brand, and OOKA, an innovative charcoal-free shisha device.

Risks

• The occurrence of any event, change, or circumstances that could give rise to the termination of the Proposed Business Combination.
• The outcome of any legal proceedings that may be instituted against AIR Global, CAEP, AIR, any of their subsidiaries, or others following the announcement of the Proposed Business Combination.
• The inability to complete the Proposed Business Combination due to the failure to obtain the necessary shareholder approvals or to satisfy other conditions to closing.
• Changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations.
• The decision by the SEC to deem effective the F-4 registration statement.
• The ability to meet the Nasdaq Stock Market listing standards upon closing of the Proposed Business Combination and admission of AIR Global for trading on the Nasdaq Stock Market.
• The risk that the Proposed Business Combination disrupts current plans and operations of AIR as a result of the announcement and consummation of the Proposed Business Combination.
• The ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition and the ability of AIR to grow and retain its management and key employees.
• Costs related to the Proposed Business Combination.
• Changes in applicable laws or regulations.
• Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated.

Future Outlook

The company anticipates completing its business combination with Cantor Equity Partners III, Inc. in the first half of 2026, leading to a Nasdaq listing for the combined entity, AIR Global PLC. Management is optimistic about the continued growth trajectory of AIR's business, driven by the rising global popularity of hookah, especially in the U.S., and expects the public listing to provide a strong capital foundation, financial flexibility, and institutional credibility. The company plans to continue its growth strategy, market expansion, and product innovation, including with OOKA and other new technologies.

Management Comments

• "The filing of the F-4 is an important milestone as we take another step closer to becoming a public company."
• "We're continuing to perform well and execute our business strategy, and we are optimistic about the rising popularity of hookah globally and especially in the U.S."
• "With Al Fakher, our flagship brand and the largest hookah brand in the world, along with our other research-based products and world-class management team, we look forward to the strong capital foundation, financial flexibility and institutional credibility we expect from becoming publicly listed in the U.S."

Industry Context

StockSavvy.ai notes that AIR operates in the social inhalation market, a niche but growing segment, particularly with the rising popularity of hookah globally and in the U.S. The company's focus on "advanced inhalation technologies" and "minimizing harm" through its science program positions it within a broader trend of consumer product companies addressing health and wellness concerns, even in traditional categories. The acquisition of Hookah.com suggests a strategic move to dominate the B2B e-commerce space in North America, while the OOKA device indicates innovation aimed at modernizing the traditional hookah experience.

Legal Proceedings

• The filing mentions a risk of potential legal proceedings that may be instituted against AIR Global, CAEP, AIR, or their subsidiaries following the announcement of the Proposed Business Combination.

Stakeholder Impact

• Shareholders of CAEP will vote on the business combination and will become shareholders of the combined entity, AIR Global PLC, listed on Nasdaq.
• Shareholders of AIR will become shareholders of the combined entity, AIR Global PLC, benefiting from increased capital foundation, financial flexibility, and institutional credibility.
• The transaction may disrupt current plans and operations of AIR, and the ability to retain management and key employees is identified as a risk factor.
• Customers may benefit from continued product innovation, such as the OOKA device, and market expansion.
• The transaction is subject to regulatory approvals, impacting regulatory bodies.

Next Steps

• The F-4 registration statement needs to be deemed effective by the SEC.
• Shareholder approvals are required for the Proposed Business Combination.
• Regulatory approvals and other customary conditions must be satisfied.
• The combined company, AIR Global PLC, is expected to become publicly listed on Nasdaq under the ticker symbol AIIR.
• The transaction is expected to be completed in the first half of 2026.
• Definitive proxy statement and other relevant documents will be mailed to shareholders of CAEP.

Key Dates

Recommendation

The filing indicates strong financial performance with significant revenue and profit growth, coupled with a clear path towards a Nasdaq listing for the combined entity. The management's optimistic outlook on market expansion and product innovation, along with the expected benefits of public listing (capital, flexibility, credibility), suggest a positive trajectory. While risks associated with any business combination exist, the current financial health and strategic milestones achieved make this an attractive investment opportunity.

Keywords

hookah, shisha, inhalation technology, Al Fakher, OOKA, Nasdaq listing, SPAC merger, business combination, Cantor Equity Partners, SEC filing, F-4, financial results, EBITDA, revenue growth, profit growth, Dubai, global market