# AIR Holdings Ltd (AIIR) — merger/spac_merger [pending] Source: SEC API (secapi.ai) · situation sit_9dfec14e7b71a7fdf842 · retrieved 2026-08-11T16:00:32.009Z ## Overview AIR Limited is the world's largest manufacturer of flavored shisha and hookah molasses, owns the premium Al Fakher brand, and is developing innovative inhalation products including OOKA (an electronic shisha device) and adjacent nicotine products such as vaping devices and nicotine patches. On November 7, 2025, Cantor Equity Partners III, Inc. (CAEP), a Cayman Islands exempted company and blank-check company, entered into a Business Combination Agreement with AIR Limited, a private limited company incorporated under Jersey law, and AIR Holdings Limited (Pubco), along with merger subsidiaries Genesis Cayman Merger Sub Limited and Genesis Jersey Merger Sub Limited. The transaction will result in AIR becoming a public company listed on NASDAQ under the ticker symbol AIIR (currently trading as CAEP). AIR is the world's largest manufacturer of flavored shisha/hookah molasses and owner of the Al Fakher brand; in 2024, the company generated $374 million in revenue and $150 million in operating cash flow. The company is pursuing the SPAC route rather than a traditional IPO and expects to complete the de-SPAC transaction in 2026, subject to SEC review and shareholder approval. ## Terms - Counterparty: Cantor Equity Partners III, Inc. · Deal value: $1.75B · Consideration: stock ## Key dates - Announced 2026-01-21 · Expected close 2026-06-30 ## Timeline - 2026-01-21 · 425 (0001193125-26-017923): 425 - AIR Holdings Ltd — *AIR is a global innovation leader in social inhalation, headquartered in Dubai, with a multinational presence in over 90 markets worldwide; its portfolio includes Al Fakher (the world's leading hookah brand), Hookah.com (North America's number one B2B e-commerce platform for hookah), and OOKA (a charcoal-free hookah device).* On November 7, 2025, Cantor Equity Partners III, Inc. (CAEP), a Cayman Islands exempted company, and AIR Limited, a private limited company incorporated under the laws of Jersey, entered into a Business Combination Agreement with AIR Holdings Limited (Pubco), Genesis Cayman Merger Sub Limited, and Genesis Jersey Merger Sub Limited. The business combination is expected to close in the first half of 2026 at a pro forma enterprise value of $1.749 billion. CAEP shareholders will be able to vote on the transaction, and the parties intend to file a Registration Statement on Form F-4 with the SEC. https://www.sec.gov/Archives/edgar/data/2097725/0001193125-26-017923.txt - 2026-01-27 · 425 (0001193125-26-023285): 425 - AIR Holdings Ltd — *AIR Limited is the largest manufacturer of shisha molasses (hookah molasses) globally and owns the Al Fakher brand, the largest brand in the category; the company also owns three of the top five flavors globally and is developing innovative products including Vant (functional inhalation products) and OOKAH (electronic hookah pipes).* On November 7, 2025, Cantor Equity Partners III, Inc. (CAEP), a Cayman Islands exempted company, and AIR Limited, a private limited company incorporated under the laws of Jersey, entered into a Business Combination Agreement with AIR Holdings Limited (Pubco), Genesis Cayman Merger Sub Limited, and Genesis Jersey Merger Sub Limited. The transaction is expected to close in the first half of 2026, with the combined company to trade under ticker symbol AIR. AIR is the largest manufacturer of shisha molasses globally and owns the Al Fakher brand; in 2024, the Core Business generated revenues of $374 million and adjusted EBITDA of $148 million. The company is not raising a PIPE and does not require additional capital, with plans to deploy any cash from the transaction toward M&A opportunities, debt reduction, or shareholder returns. https://www.sec.gov/Archives/edgar/data/2097725/0001193125-26-023285.txt - 2026-01-28 · 425 (0001193125-26-027199): 425 - AIR Holdings Ltd — *AIR Limited is a global innovation leader in social inhalation, headquartered in Dubai, with a portfolio including Al Fakher (the world's leading hookah brand), Hookah.com (North America's leading B2B e-commerce platform for hookah), and OOKA (a charcoal-free electronic waterpipe device), operating in over 90 markets worldwide.* On November 7, 2025, AIR Limited entered into a Business Combination Agreement with Cantor Equity Partners III, Inc. (Nasdaq: CAEP), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald. Upon closing, the combined company will be named AIR Global Limited and will become publicly listed on the Nasdaq under the ticker symbol "AIIR." The transaction is expected to be completed in the first half of 2026, subject to regulatory approvals and other customary conditions. https://www.sec.gov/Archives/edgar/data/2097725/0001193125-26-027199.txt - 2026-01-29 · 425 (0001193125-26-028062): 425 - AIR Holdings Ltd — *AIR Limited is the world's largest manufacturer of flavored shisha and hookah molasses, owns the premium Al Fakher brand, and is developing innovative inhalation products including OOKA (an electronic shisha device) and adjacent nicotine products such as vaping devices and nicotine patches.* On November 7, 2025, Cantor Equity Partners III, Inc. (CAEP), a Cayman Islands exempted company and blank-check company, entered into a Business Combination Agreement with AIR Limited, a private limited company incorporated under Jersey law, and AIR Holdings Limited (Pubco), along with merger subsidiaries Genesis Cayman Merger Sub Limited and Genesis Jersey Merger Sub Limited. The transaction will result in AIR becoming a public company listed on NASDAQ under the ticker symbol AIIR (currently trading as CAEP). AIR is the world's largest manufacturer of flavored shisha/hookah molasses and owner of the Al Fakher brand; in 2024, the company generated $374 million in revenue and $150 million in operating cash flow. The company is pursuing the SPAC route rather than a traditional IPO and expects to complete the de-SPAC transaction in 2026, subject to SEC review and shareholder approval. https://www.sec.gov/Archives/edgar/data/2097725/0001193125-26-028062.txt ## Citations - 0001193125-26-017923 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526017923 - 0001193125-26-023285 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526023285 - 0001193125-26-027199 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526027199 - 0001193125-26-028062 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526028062