Cantor Equity Partners III, Inc. 8-K

What Happened

• Cantor Equity Partners III, Inc. (CAEP) disclosed its previously announced business combination with AIR Limited and AIR Holdings Limited (Pubco) and filed related proxy materials. On May 11, 2026, CAEP and Pubco entered a Forward Purchase Agreement with four Harraden Circle funds (the “Seller”) for a prepaid share‑forward transaction covering up to 5,000,000 Class A ordinary shares.
• Under the Forward Purchase Agreement the Seller will receive a Prepayment Amount from CAEP’s trust account equal to the number of Shares times the per‑share redemption price at closing (the “Initial Price”), payable no later than one business day after closing (or the date trust assets are disbursed).

Key Details

• Parties/dates: Business Combination Agreement dated November 7, 2025; Forward Purchase Agreement executed May 11, 2026 with Harraden Circle Investors, LP and related funds.
• Size and mechanics: Up to 5,000,000 Class A shares; Seller is prepaid (Shares × Initial Price) from the trust account and may later terminate portions of the forward by selling “Recycled Shares” on Exchange Business Days (minimum 5,000‑share blocks).
• Price adjustment and payments: When Seller sells Recycled Shares, Pubco is entitled to an amount equal to Terminated Shares × (Initial Price + [Average Price − $15] if Average Price > $15); payment due within four settlement cycles after each MET Date.
• Other terms: Forward maturity is the earlier of six months after closing or an accelerated date (subject to Pubco’s rights to delay/extend); Seller waived any redemption rights for the Shares during the Forward Purchase term. CAEP, AIR and Pubco also intend to waive lock‑up restrictions on up to 1.5 million Class B shares held by Cantor EP Holdings III, LLC to help satisfy Nasdaq listing requirements. Pubco filed a Form S‑4 and the definitive proxy/prospectus has been mailed to CAEP shareholders.

Why It Matters

• This agreement commits up to 5 million shares to a prepaid forward structure that draws cash from CAEP’s trust account at closing, affects who holds and may sell shares after the closing, and includes price‑linked payments to Pubco when the Seller recycles shares into the market.
• The Seller’s waiver of redemption rights during the term and the planned lock‑up release for up to 1.5 million Class B shares are material to post‑closing share supply, Nasdaq listing compliance, and public float—factors retail investors should consider when evaluating liquidity and potential share‑sales following the business combination.
• Investors should review the Form S‑4 / proxy statement and related SEC filings for full terms and potential impacts before making voting or investment decisions.