Results

Cantor Equity Partners III Inc.

05/14/2026 | Press release | Distributed by Public on 05/14/2026 04:12

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 12, 2026, Cantor Equity Partners III, Inc. ("CAEP") held an extraordinary general meeting of its shareholders (the "Meeting"), at which the following proposals were submitted to a vote of CAEP shareholders. The proposals listed below are described in more detail in CAEP's definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026, as amended (the "Definitive Proxy Statement"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Definitive Proxy Statement, as applicable.

Only CAEP shareholders of record as of the close of business on April 17, 2026, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 35,080,000 ordinary shares of CAEP were outstanding and entitled to vote at the Meeting. The final voting results for each matter submitted to a vote of CAEP shareholders ("CAEP Shareholders") at the Meeting are as follows:

Proposal 1 - The Business Combination Proposal - to approve and adopt, by ordinary resolution, the Business Combination Agreement (as amended, restated or otherwise modified from time to time, the "Business Combination Agreement"), dated as of November 7, 2025, by and among CAEP, AIR Limited, a private limited company incorporated under the laws of Jersey ("AIR"), AIR Holdings Limited, a private limited company incorporated under the laws of Jersey ("Pubco"), 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"), pursuant to which (a) Cayman Merger Sub will merge with and into CAEP, with CAEP continuing as the surviving entity, and as a result of which CAEP Shareholders will receive one ordinary share of Pubco (a "Pubco Ordinary Share") for each CAEP Class A ordinary share, par value $0.0001 per share (a "CAEP Class A Ordinary Share"), including each CAEP Class B ordinary share, par value $0.0001 per share (a "CAEP Class B Ordinary Share" and together with the CAEP Class A Ordinary Shares, the "CAEP Ordinary Shares"), that will have automatically converted into CAEP Class A Ordinary Shares pursuant to the CAEP Memorandum and Articles (as defined below), held by such CAEP Shareholder other than any CAEP Class B Ordinary Shares surrendered by Cantor EP Holdings III, LLC (the "Sponsor") and any CAEP Class A Ordinary Shares that have been validly redeemed (the "Cayman Merger"), and (b) immediately following, Jersey Merger Sub will merge with and into AIR, with AIR continuing as the surviving entity, and as a result of which the shareholders of AIR (the "AIR Shareholders") will receive Pubco Ordinary Shares in exchange for their interests in AIR (such merger, the "Jersey Merger," the Jersey Merger together with the Cayman Merger, the "Mergers" and the Mergers together with the other transactions contemplated by the Business Combination Agreement and the ancillary documents thereto, the "Transactions").

For Against Abstain
20,758,868 2,206,105 11,742

Proposal 2 - The Merger Proposal - to approve and authorize, by special resolution, (a) the Cayman Merger and the plan of merger for the Cayman Merger to be entered into by Cayman Merger Sub and CAEP (the "Cayman Plan of Merger"), (b) the amendment and restatement of CAEP's amended and restated memorandum and articles of association (the "CAEP Memorandum and Articles") by the deletion in their entirety and the substitution in their place of the form of the memorandum and articles of association of Cayman Merger Sub as in effect immediately prior to the Cayman Effective Time and (c) the amendment of the authorized share capital of CAEP from $55,500 divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $55,500 divided into 555,000,000 shares of a nominal or par value of $0.0001 each.

For Against Abstain
20,758,868 2,206,105 11,742
Cantor Equity Partners III Inc. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 14, 2026 at 10:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]