AIR Limited, the global leader in hookah and pioneer in advanced inhalation technologies, and Cantor Equity Partners III, Inc. (Nasdaq: CAEP) (“CAEP”), a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald, today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”) for a proposed business combination (the “Proposed Business Combination”) that, upon closing, will result in the combined company AIR Global Limited (“PubCo”) becoming publicly listed in the United States.

“AIR is revolutionizing social inhalation by combining our heritage of superior flavors with breakthrough technology to meet evolving consumer demand across all regions,” said Stuart Brazier, CEO of AIR. “Hookah consumption has become a global lifestyle trend, particularly in the United States, because it brings people together offline to share moments and create memories. We want to continue to capitalize on social inhalation’s increasing presence as a popular lifestyle phenomenon, and this transaction with CAEP will provide us with a Nasdaq-listed public company that will raise our profile and provide financing flexibility to accelerate our innovation and global expansion.”

Key Investment Highlights

• Leading Global Brand: AIR’s Al Fakher brand is the market leader in flavored hookah, larger than the next four competitors combined, with 14 million consumers worldwide as of 2024.
• Leading U.S. Market Presence: Strong momentum and over 60% market share in the United States as of 2024, where hookah has become a social and lifestyle phenomenon.
• Large Market Opportunity: $15-20 billion estimated consumer market in flavored hookah molasses in 2025 and positioned to capitalize on broad demographic appeal globally along with significant growth in western markets.
• Strong Financials and Cash Generation: AIR maintains strong underlying cash flow generation and largely self-financing growth. AIR generated $375 million in net revenue in 2024 with $150 million in Adjusted EBITDA from the core business and $149 million consolidated net operating cash flow before capital expenditures and interest expense. Net operating cash flow conversion averaged over 88% from 2020 to 2024.3
• Innovation Leadership: More than $115 million invested in new product innovations since 2019, and with 100+ patents across 18 patent families as of the date of this press release.
• Diversification and Segmentation Driving Core Business: Strong position in traditional and premium hookah segments and non-tobacco innovations complemented by premium partnership collaborations as well as new value-oriented offerings and consumer-preferred proprietary flavors.
• Strong Digital Assets: Strong e-commerce platforms in leading global markets, including the United States and Germany, provide valuable consumer insights and enable high-margin growth opportunities.
• Regulatory Positioning: Hookah use is characterized by occasional social consumption and lower levels of youth experimentation as compared to cigarettes according to a CDC survey, and is a customary practice in certain cultures. In some state and local jurisdictions in the United States, there are exemptions from flavored tobacco bans for hookah and shisha. Notably, for example, flavored shisha tobacco products meeting certain conditions are excluded from California’s flavored tobacco product ban.
• Scalable Global Infrastructure: Eight production facilities across United Arab Emirates, European Union, and third-party partners, supporting over 90 markets globally with established distribution networks as of the date of this announcement.
• Experienced Management Team and Established Quality Investors: Highly experienced team with distinguished track record and deep industry expertise, led by CEO Stuart Brazier and supported by experienced and long-term institutional investors such as Kingsway Capital.

“AIR’s combination of innovation, forward-looking vision, and disciplined execution has created a truly unique, category-defining company with market-leading brands. We are thrilled to partner with AIR and help drive their expansion into the public markets,” said Brandon Lutnick, Chairman and CEO of Cantor Fitzgerald and CAEP.

Product Offering and Differentiation

• OOKA Innovation: Highly innovative pod-based, charcoal-free electronic hookah device, OOKA removes barriers to traditional hookah, including usage and setup complexities and the requirement to use burning charcoal to heat the product.
  • AIR commissioned a study that was published in a peer-reviewed journal that suggests OOKA offers reductions in users’ exposure to certain harmful and potentially harmful substances compared to traditional hookah.
  • The OOKA system also offers tea-based, tobacco-free hookah to consumers wishing to participate in the social ritual without exposure to tobacco and is already available in the United States, Germany and the United Arab Emirates. It is IP protected and is designed as a fully captive system, ensuring that all components are exclusively compatible with each other.
• VANT: A pioneering inhalation system delivering functional ingredients like caffeine, CBD, and valerian root.
• Brand Extensions: AIR has been expanding its premier brand, Al Fakher, into adjacent, sizeable, growth categories including nicotine pouches. AIR provides an advanced inhalation technology with a clean, smooth and satisfying experience, and earlier this week announced a collaboration with cultural icon Snoop Dogg on a premium collection of exclusive Al Fakher flavors.
• Go-to-Market Strategy: To serve its global customers, the Company operates a sophisticated omni-channel model, including B2B partnerships, a coverage of retail and HORECA venues, and an advanced e-commerce engine targeting both D2C and B2B.

Proposed Business Combination Overview

The Proposed Business Combination implies a pro forma enterprise value of $1.749 billion.4 The Company’s strong standalone organic cash flow generation combined with the proceeds of the Proposed Business Combination will be used to provide financial flexibility and support category expansion efforts, scaling premium innovations, entering new markets, and advancing the Company’s digital transformation.

The Proposed Business Combination has been unanimously approved by the board of directors of CAEP and by the board of directors of the Company. The Proposed Business Combination is expected to be completed in the first half of 2026, subject to customary closing conditions, including all requisite approvals by shareholders of CAEP and AIR, the listing approval of Nasdaq, the effectiveness of the registration statement on Form F-4 (as may be amended, the “Registration Statement”) to be filed by PubCo with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Proposed Business Combination, and satisfaction or waiver of the other conditions set forth in the Business Combination Agreement.

Additional information about the Proposed Business Combination, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by CAEP with the SEC and available at www.sec.gov.

Advisors

Cantor Fitzgerald & Co. is acting as the financial advisor and capital markets advisor to CAEP. DLA Piper LLP (US) is acting as legal counsel to CAEP.

Barclays is acting as financial advisor and capital markets advisor to AIR. Latham & Watkins (London) LLP is acting as legal counsel to AIR. Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to Barclays.

About AIR

Launched in 1999 and headquartered in Dubai, AIR is a global innovation leader in social inhalation, with a multinational presence in over 90 markets worldwide. Its portfolio of companies and assets includes Al Fakher, the world’s leading hookah brand; Hookah.com, North America’s number one B2B e-commerce platform for hookah and shisha by market share; and OOKA, a highly innovative charcoal-free shisha device, among others. AIR’s science program, conducted in partnership with independent accredited laboratories, enables the development of innovative products that combine centuries of tradition with cutting-edge technology to minimize harm and maximize enjoyment for millions around the world.

For more information, please visit https://air.global/.

About Cantor Equity Partners III, Inc.

Cantor Equity Partners III, Inc. (Nasdaq: CAEP) is a special purpose acquisition company sponsored by an affiliate of Cantor Fitzgerald and led by Chairman and Chief Executive Officer Brandon Lutnick. Cantor Equity Partners III, Inc. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

About Cantor Fitzgerald, L.P.

Cantor Fitzgerald, with more than 14,000 employees, is a leading global financial services and real estate services holding company and a proven and resilient leader for more than 79 years. Its diverse group of global companies provides a wide range of products and services, including investment banking, asset and investment management, capital markets, prime services, research, digital assets, data, financial and commodities brokerage, trade execution, clearing, settlement, advisory, financial technology, custodial, commercial real estate advisory and servicing, and more.

About Kingsway Capital Partners Limited

Kingsway Capital Partners Limited (“Kingsway”) is a London-headquartered, Financial Conduct Authority-regulated investment manager, with several billion USD in assets under management. Founded in 2013, Kingsway manages predominantly U.S. institutional and high-net-worth investor capital. With over a decade-long history of investing across emerging markets, Kingsway has been an early and active investor in high quality consumer, consumer internet, fintech, payments and gaming companies.

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