0001213900-26-059202.txt : 20260519 0001213900-26-059202.hdr.sgml : 20260519 20260519213220 ACCESSION NUMBER: 0001213900-26-059202 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260519 DATE AS OF CHANGE: 20260519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cantor Equity Partners III, Inc. CENTRAL INDEX KEY: 0002034268 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-95094 FILM NUMBER: 261001211 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129385000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cantor EP Holdings III, LLC CENTRAL INDEX KEY: 0002034272 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129385000 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0002034272 XXXXXXXX LIVE 2 Class A Ordinary Shares, $0.0001 par value 05/15/2026 false 0002034268 G1828A108 Cantor Equity Partners III, Inc.

110 EAST 59TH STREET New York NY 10022

Brandon Lutnick 212-938-5000 Cantor EP Holdings III, LLC 110 East 59th Street New York NY 10022 0002034272 N Cantor EP Holdings III, LLC AF N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 OO (1) Reference is made to the Business Combination Agreement (as defined below). Immediately prior to the transactions described in Item 4 of this Amendment No. 2, the Sponsor (as defined below) was the record holder of 6,900,000 Class B Ordinary Shares and 580,000 Class A Ordinary Shares (as such terms are defined below). Y Cantor Fitzgerald, L.P. WC N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 PN (1) Reference is made to the Business Combination Agreement. Immediately prior to the transactions described in Item 4 of this Amendment No. 2, the Sponsor was the record holder of 6,900,000 Class B Ordinary Shares and 580,000 Class A Ordinary Shares. Y CF Group Management, Inc. AF N NY 0.00 0.00 0.00 0.00 0.00 N 0.00 CO (1) Reference is made to the Business Combination Agreement. Immediately prior to the transactions described in Item 4 of this Amendment No. 2, the Sponsor was the record holder of 6,900,000 Class B Ordinary Shares and 580,000 Class A Ordinary Shares. Y Brandon G. Lutnick AF N X1 0.00 0.00 0.00 0.00 0.00 N 0.00 IN (1) Reference is made to the Business Combination Agreement. Immediately prior to the transactions described in Item 4 of this Amendment No. 2, the Sponsor was the record holder of 6,900,000 Class B Ordinary Shares and 580,000 Class A Ordinary Shares. Class A Ordinary Shares, $0.0001 par value Cantor Equity Partners III, Inc. 110 EAST 59TH STREET New York NY 10022 This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on July 1, 2025 (the "Original Schedule 13D") by Cantor EP Holdings III, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM") and Howard W. Lutnick, as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on October 6, 2025 by the Sponsor, Cantor, CFGM and Brandon G. Lutnick ("Amendment No. 1" and, together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D"). This Amendment No. 2 is being filed by the Sponsor, Cantor, CFGM and Mr. Brandon G. Lutnick (collectively, the "Reporting Persons") relating to the transactions contemplated by that certain Business Combination Agreement, dated as of November 7, 2025, by and among the Issuer, AIR Global PLC, a public limited company organized under the laws of Jersey (formerly known as AIR Holdings Limited, a private limited company organized under the laws of Jersey) ("Pubco"), AIR Limited, a private limited company organized under the laws of Jersey ("AIR"), Genesis Cayman Merger Sub Limited, a Cayman Islands exempted company ("Cayman Merger Sub"), and Genesis Jersey Merger Sub Limited, a private limited company incorporated under the laws of Jersey ("Jersey Merger Sub") (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 the Issuer, Pubco, AIR and the Sponsor (the "Sponsor Support Agreement"). Capitalized terms used but not defined in this Amendment No. 2 have the respective meanings set forth in the Original Schedule 13D. Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein. The information set forth in Item 4 of the Schedule 13D is amended and supplemented as follows: Issuance of Class A Ordinary Shares On May 15, 2026, the Issuer issued 102,009 Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Ordinary Shares") to the Sponsor in repayment of amounts outstanding under the promissory note, dated June 25, 2025, made by the Issuer in favor of the Sponsor at $10.00 per share in connection with the consummation of the Business Combination and the terms of the Sponsor Support Agreement. Cancellation of Class B Ordinary Shares 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 the Issuer ("Class B Ordinary Shares" and, together with the "Class A Ordinary Shares," the "Ordinary Shares") were surrendered for cancellation by the Sponsor to the Issuer 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. Consummation of the Business Combination In connection with the closing of the Business Combination on May 15, 2026, pursuant to the Business Combination Agreement, on May 15, 2026, among other things, Cayman Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity, and as a result of which the Issuer's shareholders received one ordinary share, par value $0.0001 per share, of Pubco (a "Pubco Ordinary Share") for each Ordinary Share held by such shareholder other than the Class B Ordinary Shares surrendered by the Sponsor as described above and any Class A Ordinary Shares that were validly redeemed (the "Cayman Merger"). As a result of the Cayman Merger, the Ordinary Shares held by the Sponsor in the Issuer were automatically cancelled and, in exchange, the Sponsor received an equal number of Pubco Ordinary Shares pursuant to the Business Combination Agreement. Therefore, as of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer, including Ordinary Shares. Item 5(a) is hereby amended and restated as follows: As of May 15, 2026, the Reporting Persons do not beneficially own, directly or indirectly, any Ordinary Shares. Item 5(b) is hereby amended and restated as follows: As of May 15, 2026, the Reporting Persons do not have sole or shared power to vote, to direct the vote, to dispose of, or to direct the disposition of any Ordinary Shares. Item 5(c) is hereby supplemented as follows: Except as otherwise described in this Amendment No. 2, the Reporting Persons have not effected any transactions in Ordinary Shares during the past sixty days. Not applicable. Each Reporting Person ceased to be a beneficial owner of more than five percent of the Ordinary Shares upon the closing of the Business Combination on May 15, 2026. Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein. Item 7 is hereby amended and supplemented by adding the following: Exhibit 13: Business Combination Agreement, dated as of November 7, 2025, by and among the Issuer, Pubco, AIR, Cayman Merger Sub and Jersey Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 7, 2025). Exhibit 14: Sponsor Support Agreement, dated as of November 7, 2025, by and among the Issuer, Pubco, AIR and the Sponsor (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 7, 2025). Cantor EP Holdings III, LLC /s/ Brandon Lutnick 05/19/2026 Cantor Fitzgerald, L.P. /s/ Brandon Lutnick 05/19/2026 CF Group Management, Inc. /s/ Brandon Lutnick 05/19/2026 Brandon G. Lutnick /s/ Brandon G. Lutnick 05/19/2026