05/19/2026 | Press release | Distributed by Public on 05/19/2026 19:31
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (2) | 05/15/2026 | D(2) | 3,400,000 | (2) | (2) | Class A ordinary shares | 3,400,000 | $ 0 | 3,500,000(2) | D(5) | ||||
| Class B ordinary shares | (3) | 05/15/2026 | M(3) | 3,500,000 | (3) | (3) | Class A ordinary shares | 3,500,000 | $ 0 | 0 (3) | D(5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Cantor EP Holdings III, LLC C/O CANTOR EQUITY PARTNERS III, INC. 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | |||
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CANTOR FITZGERALD, L. P. 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | |||
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CF GROUP MANAGEMENT INC 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | |||
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Lutnick Brandon 110 EAST 59TH STREET NEW YORK, NY 10022 |
X | X | CHIEF EXECUTIVE OFFICER | |
| /s/ Brandon Lutnick | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Lutnick, as Chief Executive Officer of Cantor EP Holdings III, LLC | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald L.P. | 05/19/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc. | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (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"). |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |