Cantor Equity Partners III, Inc.

Cantor Equity Partners III, Inc. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on November 11, 2020, with the sole purpose of effecting a Business Combination ¹. The Company has focused its search for target businesses on companies operating in the financial services, digital assets, healthcare, real estate services, technology, and software industries ². The Company is an early-stage and emerging growth company with no operating history or revenue to date, generating non-operating income primarily from interest on funds held in its Trust Account ³.

The core business model of Cantor Equity Partners III, Inc. is to identify and acquire a suitable target company, thereby providing an alternative to a traditional initial public offering for the target business ⁴. The Company's strategy leverages the expertise of its management team and affiliates of its sponsor, Cantor Fitzgerald, L.P. ("Cantor"), in sourcing, structuring, acquiring, and selling businesses, fostering relationships, negotiating transactions, accessing capital markets, and operating and growing companies ⁵. The Company aims to acquire a business with an aggregate fair market value of at least 80% of the assets held in the Trust Account at the time of signing a definitive agreement ⁶.

On November 7, 2025, the Company entered into a Business Combination Agreement with AIR Limited ("AIR"), AIR Holdings Limited ("Pubco"), Cayman Merger Sub Limited, and Jersey Merger Sub Limited ⁷. This agreement outlines a transaction where Cayman Merger Sub will merge with the Company, and Jersey Merger Sub will merge with AIR, resulting in the Company and AIR becoming wholly-owned subsidiaries of Pubco, and Pubco becoming a publicly traded company ⁸.

For the fiscal year ended December 31, 2025, the Company reported a net income of approximately $3,605,000 ⁹. This was primarily driven by approximately $5,869,000 ¹⁰ in interest income on investments held in the Trust Account, partially offset by approximately $2,203,000 ¹¹ in general and administrative expenses and approximately $61,000 ¹² in administrative expenses paid to the Sponsor ¹³. In the prior year, ended December 31, 2024, the Company reported a net loss of approximately $61,000 ¹⁴, consisting entirely of general and administrative expenses ¹⁵.

Comparing year-over-year, the Company transitioned from a net loss of approximately $61,000 ¹⁶ in 2024 to a net income of approximately $3,605,000 ¹⁷ in 2025, largely due to the generation of significant interest income from the Trust Account in 2025, which was not present in 2024 ¹⁸. General and administrative expenses increased substantially from approximately $61,000 ¹⁹ in 2024 to approximately $2,203,000 ²⁰ in 2025, reflecting increased activity as a public company and due diligence efforts ²¹. Administrative expenses to the Sponsor also commenced in 2025, totaling approximately $61,000 ²².

Significant operational developments during the period include the consummation of the Initial Public Offering on June 27, 2025, which generated gross proceeds of $276,000,000 ²³ from the sale of 27,600,000 Class A ordinary shares ²⁴. Simultaneously, 580,000 Private Placement Shares were sold to the Sponsor for gross proceeds of $5,800,000 ²⁵. Following these transactions, $276,000,000 ²⁶ was placed in the Trust Account, which is invested in U.S. government securities ²⁷. The Company also entered into the Business Combination Agreement with AIR and Pubco on November 7, 2025 ²⁸, and a Sponsor Support Agreement on the same date, which includes provisions for the Sponsor to surrender 3,400,000 Class B ordinary shares ²⁹ and subject 1,500,000 Post-Combination Founder Shares to forfeiture and vesting based on an earn-out ³⁰.

Management believes the Company will have sufficient working capital and borrowing capacity from the Sponsor to meet its needs through the earlier of the consummation of the Business Combination or one year from the date of the Report ³¹. These funds are allocated for paying existing accounts payable and consummating the AIR Business Combination ³². The Company's liquidity needs through December 31, 2025, were met through a $25,000 ³³ contribution from the Sponsor, a loan of approximately $173,000 ³⁴ from the Sponsor via the Pre-IPO Note (which was repaid), proceeds from the Private Placement not held in the Trust Account, and the Sponsor Loan ³⁵.

The primary growth area for the Company is the successful completion of the AIR Business Combination, which will result in Pubco becoming a publicly traded company with the Company and AIR as wholly-owned subsidiaries ³⁶. The Sponsor has agreed to vote its Ordinary Shares in favor of the Business Combination and waive anti-dilution rights of Class B ordinary shares ³⁷. Additionally, 1,500,000 Post-Combination Founder Shares will be subject to forfeiture and vesting based on an earn-out over a five-year period after the Closing ³⁸. The Sponsor Loan of up to $1,750,000 ³⁹ is committed to fund expenses related to investigating and selecting a target business and other working capital requirements, including $10,000 per month for administrative services ⁴⁰.

In terms of operational outlook, the Company anticipates increased complexity in periodic reporting if climate-related disclosure rules, currently stayed pending judicial review, are implemented ⁴¹. The Company has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards as an emerging growth company, which may affect comparability with other public companies ⁴². The Company's independent directors receive cash fees of $50,000 per year, payable quarterly ⁴³.

Planned capital allocation includes the Marketing Fee of $10,380,000 ⁴⁴ payable to CF&Co. upon the consummation of the Business Combination ⁴⁵. Additionally, CF&Co. will receive a cash fee at closing equal to 1.5% of the enterprise value of AIR less $2,000,000 ⁴⁶, which will be reduced by an amount equal to the lesser of $1,980,000 ⁴⁷ and the product of 5.5%, $10.00, and the number of Public Shares redeemed in connection with the AIR Business Combination ⁴⁸. The Sponsor has also agreed to lend up to $4,140,000 ⁴⁹ via the Sponsor Note for Redemption Events, adding $0.15 per Public Share redeemed to the Trust Account ⁵⁰.

The Company faces structural headwinds and execution risks, including the potential for increased costs and time related to the 2024 SPAC Rules adopted by the SEC, which require additional disclosures and may affect the ability to negotiate and complete the Business Combination ⁵¹. Geopolitical instability, such as military conflicts in Ukraine and the Middle East, and other disruptions to equity or debt capital markets, including inflation, may adversely affect the Company's ability to consummate the Business Combination ⁵². There is also a risk of increased competition for attractive targets due to the rising number of SPACs, which could increase costs or hinder the ability to find a suitable target if the AIR Business Combination is not consummated ⁵³.

The Company faces several material risks, including the inherent uncertainty of completing a Business Combination within the Combination Period, particularly if the AIR Business Combination is not consummated, which could lead to liquidation where Public Shareholders may receive only $10.36 per share as of December 31, 2025 ⁵⁴, or less in certain circumstances due to creditor claims ⁵⁵. The funds in the Trust Account may not be fully protected against third-party claims or bankruptcy, despite the Sponsor's agreement to be liable if claims reduce the redemption amount below $10.15 per share ⁵⁶. Conflicts of interest may arise due to the Sponsor's nominal purchase price for Founder Shares (approximately $0.004 per share) ⁵⁷, creating an incentive to complete a transaction even if it is unprofitable for Public Shareholders, and the potential for officers and directors to have competing obligations to other Cantor SPACs ⁵⁸. Adverse developments in the financial services industry, geopolitical instability, and disruptions to capital markets, such as military conflicts in Ukraine and the Middle East, or inflation, could negatively impact the Company's operations or the financial condition of potential target companies, making it more difficult to complete a Business Combination ⁵⁹. Regulatory review and approval requirements, including foreign investment regulations, could also impede the completion of a Business Combination ⁶⁰.

Management's message emphasizes the Company's status as a blank check company focused on completing a Business Combination, specifically the AIR Business Combination, as its sole operational activity. They highlight the expertise of their management team and affiliates of Cantor in identifying and executing acquisitions across various industries, including financial services, digital assets, healthcare, real estate services, technology, and software. Management explicitly states their belief that they will have sufficient working capital and borrowing capacity from the Sponsor to meet their needs through the earlier of the consummation of the Business Combination or one year from the date of the Report ⁶¹. A key strategic priority is the successful consummation of the AIR Business Combination, which involves a complex merger structure and specific agreements with the Sponsor, including the surrender of 3,400,000 Class B ordinary shares ⁶² and the earn-out vesting of 1,500,000 Post-Combination Founder Shares ⁶³. Another priority is managing the financial aspects of the Business Combination, including the Marketing Fee of $10,380,000 ⁶⁴ payable to CF&Co. and the financial advisory fee of 1.5% of AIR's enterprise value less $2,000,000 ⁶⁵, which is subject to reduction based on Public Shares redeemed ⁶⁶.