AIR Global PLC美股招股说明书(2026-09-04版)

154,623,867 Ordinary Shares This prospectus relates to the offer and sale, from time to time, by the selling shareholders named hereinor their pledgees, donees, transferees, or other successors in interest (collectively, the “Selling Shareholders”),of up to 154,623,867 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of AIR Global PLC(together with its subsidiaries, “AIR Global,” the “Company,” “we,” “us” or “our”) issued to the SellingShareholders, as described below. On May 15, 2026, we consummated the transactions (the “Transactions”) contemplated by that certainBusiness Combination Agreement, dated as of November 7, 2025 (as amended, the “Business CombinationAgreement”), by and among Cantor Equity Partners III, Inc. (“CAEP”), AIR Limited, AIR Global, GenesisCayman Merger Sub Limited (“Cayman Merger Sub”) and Genesis Jersey Merger Sub Limited (“Jersey MergerSub”). As contemplated by the Business Combination Agreement, (i) Cayman Merger Sub merged with and intoCAEP, with CAEP surviving the merger as a wholly owned subsidiary of AIR Global (the “Cayman Merger”),and (ii) Jersey Merger Sub merged with and into AIR Limited, with AIR Limited surviving the merger as awholly owned subsidiary of AIR Global (the “Jersey Merger” and, together with the Cayman Merger, the“Business Combination”). The securities covered by this prospectus include (i) 149,599,712 Ordinary Shares issued to formershareholders of AIR Limited (the “AIR Shareholders”) in connection with the Business Combination, including7,123,774 Ordinary Shares issued to AIR Shareholders that are subject to the AIR Earnout Conditions (asdefined below) (the “AIR Earnout Shares”), (ii) 4,182,009 Ordinary Shares issued to the Sponsor in connectionwith the Cayman Merger, including 1,500,000 Ordinary Shares that are subject to the Sponsor EarnoutConditions (as defined below) (the “Sponsor Earnout Shares”), and (iii) 842,146 Ordinary Shares issued orissuable under certain Assumed Conditional Awards (the “AIR Equity Award Shares”). This prospectus also covers any additional securities that may become issuable by reason of share splits,share dividends or similar transactions. Certain securities covered by this prospectus are being registered forresale pursuant to registration rights that we have granted to certain of our shareholders in connection with theTransactions. The Selling Shareholders may offer all or part of the securities for resale from time to time through publicor private transactions, at either prevailing market prices or at privately negotiated prices. These securities arebeing registered to permit the Selling Shareholders to sell securities from time to time, in amounts, at prices andon terms determined at the time of offering. The Selling Shareholders may sell these securities through ordinarybrokerage transactions, directly to market makers of our shares or through any other means described in thesection entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, theSelling Shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed tobe “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We will not receive any proceeds from the sale of any securities by the Selling Shareholders. We will paycertain expenses associated with the registration of the securities covered by this prospectus, as described in thesection entitled “Plan of Distribution.” Our Ordinary Shares are listed on The Nasdaq Stock Market LLC under the symbol “AIIR.” OnSeptember 3, 2026, the last reported sale price of our Ordinary Shares as reported on Nasdaq was $7.12 pershare. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired. You should read this entire prospectus and any amendments or supplements carefully before you makeyour investment decision. We are an “emerging growth company,” a “foreign private issuer” and a “controlled company” each asdefined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced publiccompany disclosure and reporting requirements. See “Prospectus Summary — Implications of Being anEmerging Growth Company, a Foreign Private Issuer and a Controlled Company.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 ofthis prospectus for a discussion of information that should be considered in connection with aninvestment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approvedordisapproved of these securities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense. Prospectus dated September 4, 2026 TABLE OF CONTENTS iABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMSiiiIMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURESviiTRADEMARKS AND