CANTOR FITZGERALD, L. P. 4
4 · Cantor Equity Partners III, Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
CAEP Sponsor Cantor EP Holdings III Receives Award, Cancels Shares
What Happened
- Cantor EP Holdings III, LLC (the Sponsor and 10% owner of Cantor Equity Partners III, Inc. — CAEP) received 102,009 Class A ordinary shares of CAEP on May 15, 2026 as repayment of a promissory note at $10.00/share (value $1,020,090).
- On the same date, the Sponsor converted and/or exercised Class B ordinary shares (3,500,000) into Class A shares and surrendered/cancelled 3,400,000 Class B shares for no consideration; an aggregate of 4,182,009 Class A shares held by the Sponsor were then exchanged into Pubco ordinary shares in connection with the Cayman Merger. Following these steps the Sponsor owns zero CAEP Class A or Class B shares.
- These actions were part of the closing steps of a business combination (per the Business Combination Agreement and Sponsor Support Agreement), not open-market purchases or sales.
Key Details
- Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (filed within the normal two-business-day window).
- Notable transactions reported:
- Grant/award/acquisition: 102,009 Class A shares at $10.00/share = $1,020,090 (repayment of promissory note).
- Conversion/exercise: 3,500,000 Class B shares converted to Class A (derivative exercise/conversion).
- Dispositions to issuer / cancellation: 3,400,000 Class B shares surrendered for no consideration; 4,182,009 Class A shares exchanged into Pubco ordinary shares.
- Shares owned after transactions: Sponsor holds zero CAEP Class A and Class B shares.
- Footnotes: Transactions were part of the Business Combination, Cayman Merger, and Sponsor Support Agreement. Sponsor is the record holder; Cantor Fitzgerald L.P., CF Group Management, Inc., and Brandon Lutnick may be deemed to have beneficial ownership for reporting purposes but disclaim beneficial ownership except for any pecuniary interest.
Context
- These were corporate-transaction actions (debt repayment, derivative conversions, and share cancellations/exchanges) tied to the completion of a business combination and merger — not routine insider buying or selling in the open market.
- For retail investors, note this reflects structural ownership and post-merger reorganization rather than a trading signal by an executive.
Insider Transaction Report
Form 4Exit
Cantor EP Holdings III, LLC
10% Owner
Transactions
- Award
Class A ordinary shares
[F1][F5]2026-05-15$10.00/sh+102,009$1,020,090→ 682,009 total - Exercise/Conversion
Class A ordinary shares
[F3][F5]2026-05-15+3,500,000→ 4,182,009 total - Disposition to Issuer
Class A ordinary shares
[F4][F5]2026-05-15−4,182,009→ 0 total - Disposition to Issuer
Class B ordinary shares
[F2][F5]2026-05-15−3,400,000→ 3,500,000 total→ Class A ordinary shares (3,400,000 underlying) - Exercise/Conversion
Class B ordinary shares
[F3][F5]2026-05-15−3,500,000→ 0 total→ Class A ordinary shares (3,500,000 underlying)
Footnotes (5)
- [F1]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").
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.