AIR Limited (NASDAQ: AIR) filed a Form F‑4 with the U.S. Securities and Exchange Commission on March 30, 2026, announcing a proposed business combination with Cantor Equity Partners III, a blank‑check company sponsored by Cantor Fitzgerald. The transaction will be an exchange‑based deal and will result in a Nasdaq listing for the combined entity.
Cantor Equity Partners III raised $276 million in its June 26, 2025 IPO and will provide the capital and expertise needed to support AIR Limited’s growth. The filing does not disclose specific valuation or share‑exchange ratios, but the structure indicates that existing AIR Limited shareholders will receive shares in the new company in exchange for their current holdings.
AIR Limited reported fiscal‑year 2025 revenue of $400 million, up 6% from $377 million in 2024. Profit rose to $47 million from $34 million, while adjusted EBITDA increased 7% to $139 million from $130 million. The results reflect strong demand for the company’s flagship brand Al Fakher and other research‑based products, and demonstrate the company’s ability to scale its global hookah business.
CEO Stuart Brazier said the SPAC merger will provide a “strong capital foundation, financial flexibility and institutional credibility” that will support expansion in the U.S. and worldwide hookah markets. He added that the company is “optimistic about the rising popularity of hookah globally and especially in the U.S.” and that the merger will accelerate product innovation through its science program.
The exchange‑based structure will allow current AIR Limited shareholders to receive shares in the combined entity, but specific exchange ratios and valuation terms remain undisclosed. The filing is the first public disclosure of the transaction and is considered material to investors and analysts.
AIR Limited is a global leader in hookah and advanced inhalation technologies, with brands such as Al Fakher, Hookah.com and OOKA. The company has recently completed acquisitions of HAECO Americas and Aircraft Reconfig Technologies and appointed a new CFO, Dylan Wolin. The SPAC merger represents a significant shift in its capital structure and public‑listing strategy, positioning the company for accelerated growth and broader market access.
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