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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cantor EP Holdings III, LLC

(Last) (First) (Middle)
C/O CANTOR EQUITY PARTNERS III, INC.
110 EAST 59TH STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cantor Equity Partners III, Inc. [ CAEP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 05/15/2026 A 102,009 A $10(1) 682,009 D(5)
Class A ordinary shares 05/15/2026 M 3,500,000 A (3) 4,182,009 D(5)
Class A ordinary shares 05/15/2026 D 4,182,009 D (4) 0 D(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (2) 05/15/2026 D(2) 3,400,000 (2) (2) Class A ordinary shares 3,400,000 $0 3,500,000(2) D(5)
Class B ordinary shares (3) 05/15/2026 M(3) 3,500,000 (3) (3) Class A ordinary shares 3,500,000 $0 0(3) D(5)
1. Name and Address of Reporting Person*
Cantor EP Holdings III, LLC

(Last) (First) (Middle)
C/O CANTOR EQUITY PARTNERS III, INC.
110 EAST 59TH STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CANTOR FITZGERALD, L. P.

(Last) (First) (Middle)
110 EAST 59TH STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CF GROUP MANAGEMENT INC

(Last) (First) (Middle)
110 EAST 59TH STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lutnick Brandon

(Last) (First) (Middle)
110 EAST 59TH STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
Explanation of Responses:
1. On May 15, 2026, Cantor Equity Partners III, Inc. ("CAEP") issued Cantor EP Holdings III, LLC (the "Sponsor") 102,009 Class A ordinary shares, par value $0.0001 per share, of CAEP ("Class A Ordinary Shares") in repayment of amounts outstanding under the promissory note, dated June 25, 2025, at $10.00 per share in connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of November 7, 2025, by and among CAEP, AIR Global PLC (formerly known as AIR Holdings Limited) ("Pubco"), AIR Limited ("AIR"), and the other parties thereto (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 CAEP, Pubco, AIR and the Sponsor (the "Sponsor Support Agreement").
2. 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 CAEP ("Class B Ordinary Shares") were surrendered for cancellation by the Sponsor to CAEP 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.
3. As described in CAEP's registration statement on Form S-1 (File No. 333-287847) under the heading "Description of Securities", the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of CAEP's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights set forth in the amended and restated memorandum and articles of association of CAEP. As a result, immediately prior to the Cayman Merger (as defined in the Business Combination Agreement), an aggregate of 3,500,000 Class B Ordinary Shares held by the Sponsor were exchanged into an equal number of Class A Ordinary Shares. Following such transaction, the Sponsor owns zero Class B Ordinary Shares and 4,182,009 Class A Ordinary Shares.
4. In connection with the Cayman Merger (as defined in the Business Combination Agreement), an aggregate of 4,182,009 Class A Ordinary Shares held by the Sponsor were exchanged into an equal number of ordinary shares, par value $0.0001 per share, of Pubco. Following such transaction, the Sponsor owns zero Class A Ordinary Shares.
5. The Sponsor is the record holder of the shares reported herein. Cantor Fitzgerald, L.P. ("CFLP") is the sole member of the Sponsor. CF Group Management, Inc. ("CFGM") is the managing general partner of CFLP. Brandon Lutnick is the Chairman and Chief Executive Officer of the Sponsor, CFLP, and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. As such, each of CFLP, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the shares directly held by the Sponsor. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
/s/ Brandon Lutnick 05/19/2026
/s/ Brandon Lutnick, as Chief Executive Officer of Cantor EP Holdings III, LLC 05/19/2026
/s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald L.P. 05/19/2026
/s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc. 05/19/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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