As filed with the Securities and Exchange Commission on March 27, 2026

Registration No. 333

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AIR Holdings Limited*^

(Exact name of registrant as specified in its charter)

Festival Office Tower

Dubai Festival City, 7th Floor

Dubai

United Arab Emirates

+971 4 292 3000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

CO-REGISTRANT TABLE

Festival Office Tower

Dubai Festival City, 7th Floor

Dubai

United Arab Emirates

+971 4 292 3000

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell or issue the securities described in this preliminary proxy statement/prospectus until the associated registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus is not an offer to sell any securities and it is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated , 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING

OF SHAREHOLDERS OF

CANTOR EQUITY PARTNERS III, INC.

and

PROSPECTUS FOR UP TO ORDINARY SHARES

OF

AIR HOLDINGS LIMITED

To the Shareholders of Cantor Equity Partners III, Inc. (“CAEP Shareholders”):

You are cordially invited to attend the extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners III, Inc., a Cayman Islands exempted company (“CAEP”), which will be held at , Eastern Time, on , 2026. The Meeting will be held at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020 and virtually over the Internet by means of a live audio webcast. You or your proxyholder will be able to attend and vote at the Meeting in person or by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. This proxy statement/prospectus includes additional instructions on how to access the Meeting and how to listen, vote and submit questions from home or any remote location with Internet connectivity.

CAEP is a Cayman Islands exempted company incorporated as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as an “acquisition target.”

On November 7, 2025, 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”), entered into a business combination agreement (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the Transactions (as defined below) contemplated thereby (the “Closing”), (i) 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 (ii) 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 (“AIR Shareholders”) will receive Pubco Ordinary Shares in exchange for their interests in AIR as described below (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”). As a result of the Mergers, CAEP and AIR will become wholly owned subsidiaries of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

The Pubco Ordinary Shares received by the AIR Shareholders will be locked-up and subject to transfer restrictions, with certain exceptions, until the earlier of (a) six months after the date of the Closing, and (b) the date on which Pubco consummates a merger, consolidation or reorganization with or into another person which results in the holders of Pubco Ordinary Shares having the right to receive cash or registered publicly listed securities with a per Pubco Ordinary Share consideration equal to or exceeding $12.50 per share, considering the fully diluted share count.

Concurrently with the execution of the Business Combination Agreement, CAEP, Pubco, AIR and certain AIR Shareholders representing greater than two-thirds of the outstanding AIR Ordinary Shares entitled to vote on the Transactions (the “Key AIR Shareholders”) entered into a shareholder support agreement (the “Shareholder Support Agreement”), pursuant to which the Key AIR Shareholders agreed, among other things, (a) to not transfer their AIR Ordinary Shares, (b) to not amend or revoke the special written resolutions of AIR Shareholders approving the Transactions and (c) to vote or execute a written resolution against (i) any Alternative Transactions (as defined below) and (ii) any other proposal, transaction, or agreement that would reasonably be expected to frustrate the purposes of or impede, prevent or delay the Jersey Merger or the other Transactions. AIR has agreed to use its reasonable best efforts to obtain executed Shareholder Support Agreements from any Key AIR Shareholders who have not executed the Shareholder Support Agreement as of the date of the Business Combination Agreement.

Concurrently with the execution of the Business Combination Agreement, CAEP, AIR and the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor agreed (i) to vote its CAEP Ordinary Shares at the Meeting in favor of the Business Combination Agreement, the Transactions and related matters, (ii) to vote its CAEP Ordinary Shares against any Alternative Transactions, (iii) to comply with the restrictions imposed by the letter agreement, dated as of June 25, 2025, by and among CAEP, the Sponsor and the officers and directors of CAEP at the time of its initial public offering (the “Insider Letter”), including the restrictions on transfer and redeeming CAEP Ordinary Shares in connection with the Transactions, and (iv) subject to and conditioned upon the Closing, that any loans outstanding from the Sponsor to CAEP shall be repaid as follows: (a) with respect to the Promissory Note in the aggregate principal amount of up to $1,750,000 entered into by CAEP in favor of Sponsor on June 25, 2025 (the “Sponsor Loan”), the aggregate amount owed by CAEP, as set forth on the statement delivered by CAEP prior to the Cayman Closing pursuant to the Business Combination Agreement (the “SPAC Pre-Closing Statement”), shall be automatically converted, immediately prior to the Cayman Merger, into CAEP Class A Ordinary Shares at $10.00 per share, and (b) with respect to the Promissory Note in the aggregate principal amount of up to $4,140,000 entered into by CAEP in favor of Sponsor on June 25, 2025 (the “Sponsor Note”) evidencing loans the Sponsor may make to CAEP in connection with the consummation of a business combination, an extension of the Combination Period (as defined below) or CAEP’s liquidation (each, a “Redemption Event”), all amounts outstanding thereunder as of the Closing, as set forth on the SPAC Pre-Closing Statement, shall be repaid in cash at Closing.

In addition, pursuant to the Sponsor Support Agreement, the Sponsor agreed, solely in connection with and only for the purpose of the Transactions, to waive the anti-dilution protection applicable to the CAEP Class B Ordinary Shares under CAEP’s Amended and Restated Memorandum and Articles of Association (the “CAEP Memorandum and Articles”) so that the CAEP Class B Ordinary Shares will convert into CAEP Class A Ordinary Shares only upon the Initial Conversion Ratio (as defined in the CAEP Memorandum and Articles to be 1:1) in connection with the Transactions.

The Sponsor also agreed that, subject to the Closing, it will (a) surrender, for no consideration, 3,400,000 CAEP Class B Ordinary Shares to be cancelled by CAEP and (b) not transfer 1,500,000 of the Pubco Ordinary Shares that it will receive in exchange for its CAEP Class B Ordinary Shares (the “Sponsor Earnout Shares”) until the occurrence of certain release events. In the event that the release events do not occur on or prior to the five-year anniversary of the Closing (the “Earnout Period”), the Sponsor agreed that the Sponsor Earnout Shares will be redesignated and immediately redeemed and cancelled. The Sponsor Earnout Shares will be released upon the occurrence of the following release events: (a) 750,000 of the Sponsor Earnout Shares will be released and no longer be subject to redesignation, redemption and cancellation if the closing price of the Pubco Ordinary Shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (b) the remaining 750,000 of the Sponsor Earnout Shares will be released and no longer be subject to redesignation, redemption and cancellation if the closing price of the Pubco Ordinary Shares is at or above $15.00 for 20 trading days over a consecutive 30-day period during the Earnout Period. In addition, the Sponsor Earnout Shares are subject to early release to the Sponsor for certain release events including a Pubco sale, change of control, going private transaction or delisting after the Closing, in each case, as set forth in the Sponsor Support Agreement.

Further, pursuant to the Sponsor Support Agreement, the parties agreed that at Closing, the transfer restrictions under the Insider Letter with respect to the CAEP Class B Ordinary Shares would be of no further force and effect and that Sponsor’s Pubco Ordinary Shares it receives in exchange for its CAEP Class B Ordinary Shares (the “Post-Combination Founder Shares”) would instead be subject to the lock-up arrangement provided for under the Sponsor Support Agreement such that Sponsor’s Post-Combination Founder Shares will be bound by transfer restrictions for six (6) months after the date of the Closing, subject to certain early release exceptions, including for Pubco’s consummation of a merger, consolidation or reorganization into another person, in each case, as set forth in the Sponsor Support Agreement. Notwithstanding the foregoing, the Sponsor may transfer its Post-Combination Founder Shares in certain situations.

Concurrently with the Closing, CAEP, Pubco, the Sponsor and certain AIR Shareholders will amend and restate the registration rights agreement, dated as of June 25, 2025, between CAEP and the Sponsor (the “A&R Registration Rights Agreement”), pursuant to which Pubco (a) will be added as a party and (b) will provide registration rights with respect to the resale of Pubco Ordinary Shares held by the Sponsor and certain AIR Shareholders.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Meeting scheduled to be held on , 2026.

The CAEP Class A Ordinary Shares are currently listed on the Nasdaq Global Market under the symbol “CAEP.” If Pubco’s application for listing is approved, Pubco Ordinary Shares are expected to be traded on the Nasdaq Global Market or another national securities exchange under the symbol “AIIR.” The CAEP Class A Ordinary Shares will not trade after the Closing.

Each of CAEP and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Pubco also is, and will be, after the consummation of the Business Combination, considered a “controlled company” under Nasdaq rules, and may be exempt from certain corporate governance requirements thereunder.

Interests of the Sponsor and CAEP’s Directors and Executive Officers in the Business Combination

When holders (the “Public Shareholders”) of CAEP Class A Ordinary Shares issued in the initial public offering of CAEP (the “CAEP IPO” and such shares, the “Public Shares”) consider the recommendation of the board of directors of CAEP (the “CAEP Board”) in favor of approval of the Business Combination and the other proposals discussed in this proxy statement/prospectus (the “Proposals”), Public Shareholders should keep in mind that the Sponsor and CAEP’s directors and officers have interests in the Proposals that are different from, or in addition to (and which may conflict with), the interests of a Public Shareholder as a CAEP Shareholder. These interests include, among other things:

Consideration to be Received by, and Securities to be Issued to, the Sponsor and its Affiliates

Set forth below is a summary of the terms and amount of the consideration received or to be received by the Sponsor and its affiliates in connection with the Business Combination, the amount of securities issued or to be issued by Pubco to the Sponsor and the price paid or to be paid or consideration provided for such securities or any related financing transaction.

Because the Sponsor acquired the 3,500,000 CAEP Founder Shares (after accounting for the surrender by the Sponsor and cancellation of 3,400,000 CAEP Founder Shares immediately prior to the Cayman Merger) at a nominal price, Public Shareholders will incur substantial and immediate dilution upon the Closing of the Business Combination. See the sections titled “Summary of the Proxy Statement/Prospectus — The Business Combination Agreement — Ownership of Pubco Following the Business Combination,” “Risk Factors — Risks Related to the Business Combination — The value of the CAEP Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Ordinary Shares at such time is substantially less than $10.00 per share, which may create an economic incentive for the CAEP management team to pursue and consummate the Business Combination which differs from Public Shareholders” and “Risk Factors — Risks Related to the Business Combination — Public Shareholders who do not redeem their Public Shares will experience substantial and immediate dilution upon Closing of the Business Combination as a result of the CAEP Class B Ordinary Shares held by the Sponsor, since the value of the CAEP Class B Ordinary Shares is likely to be substantially higher than the nominal price paid for them, as well as a result of the issuance of Pubco Ordinary Shares in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Meeting. CAEP encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 45 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated , 2026, and is first being mailed to CAEP Shareholders on or about , 2026.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Pubco, CAEP or AIR. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Pubco, CAEP or AIR since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

This document describes important business and financial information about CAEP, Pubco and AIR filed with the Securities and Exchange Commission (the “SEC”) that is not included in or delivered with this document. You can obtain any of the documents filed with the SEC by CAEP at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference into this document, at no cost, by contacting CAEP. Please see “Where You Can Find More Information” for more details. In order to receive timely delivery of the documents, you must request this information no later than five business days in advance of the Meeting with your request made to:

Cantor Equity Partners III, Inc.

110 East 59th Street

New York, New York 10022

Email: CantorEquityPartners@cantor.com

or

Sodali & Co

430 Park Avenue, 14th Floor

New York, NY 10022

Telephone: (800) 662-5200

Bank and Brokers can call at (203) 658-9400

Email: CAEP.info@investor.sodali.com

CANTOR EQUITY PARTNERS III, INC.
110 East 59th Street
New York, New York 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON , 2026

TO THE SHAREHOLDERS OF CANTOR EQUITY PARTNERS III, INC. (“CAEP SHAREHOLDERS”):

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of the shareholders of Cantor Equity Partners III, Inc., a Cayman Islands exempted company (“CAEP”), will be at Eastern Time, on , 2026. The Meeting will be held at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020 and virtually over the Internet by means of a live audio webcast. You can participate in the Meeting, vote and submit questions via live webcast by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. You will not be required to attend the Meeting in person in order to vote, and CAEP encourages virtual participation. You are cordially invited to attend the Meeting in person at the location noted above or via the live webcast noted above, and will be asked to consider and vote upon the following proposals (the “Proposals”):

We refer to this proposal as the “Merger Proposal.” The Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Merger Proposal” and a copy of the Cayman Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex E.

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposals.”

Only holders of record of CAEP Ordinary Shares at the close of business on , 2026 (the “Record Date”) are entitled to notice of the Meeting and to vote and have their votes counted at the Meeting and any adjournments of the Meeting.

After careful consideration, the board of directors of CAEP (the “CAEP Board”) has determined that the Business Combination Proposal, the Merger Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal are in the commercial interests of CAEP and the CAEP Shareholders and unanimously recommends that Public Shareholders vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” each of the Organizational Documents Proposals, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal, if presented. When Public Shareholders consider the CAEP Board’s recommendation of the Proposals, Public Shareholders should keep in mind that the directors and officers of CAEP and Pubco have interests in the Business Combination that may conflict with the interests of a Public Shareholder as a CAEP Shareholder. For a more complete descriptions of these interests, see the sections entitled “Proposal No. 1 -The Business Combination Proposal — Interests of the Sponsor and CAEP’s Directors and Executive Officers in the Business Combination.”

The CAEP Board has already approved the Business Combination. The CAEP Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CAEP’s management, the members of the CAEP Board and the other representatives of CAEP have reviewed certain financial information of AIR and other relevant financial information selected based on the experience and the professional judgment of CAEP’s management team. Accordingly, investors will be relying solely on the judgment of the CAEP Board in valuing AIR’s business and accordingly, investors assume the risk that the CAEP Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CAEP Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CAEP Shareholders have no assurance from an independent source that the number of Pubco Ordinary Shares to be issued to the Sellers and CAEP Shareholders in the Business Combination is fair to CAEP — and, by extension, CAEP Shareholders — from a financial point of view.”

To pass, each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CAEP Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CAEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass, the Merger Proposal requires a special resolution of CAEP Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CAEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CAEP Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CAEP Board is asking CAEP Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the A&R Pubco Articles will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Under the Business Combination Agreement, the approval by CAEP Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals are not approved by CAEP Shareholders, the Business Combination will not be consummated, unless waived by the parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

The Sponsor currently holds 580,000 CAEP Class A Ordinary Shares and 6,900,000 CAEP Class B Ordinary Shares. The Sponsor has agreed to vote its 7,480,000 CAEP Ordinary Shares, representing approximately 21.3% of the issued and outstanding CAEP Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CAEP Shareholders by an ordinary resolution, in addition to the Sponsor’s CAEP Ordinary Shares, CAEP would need only 10,060,001, or approximately 36.4%, of the 27,600,000 Public Shares (assuming all issued and outstanding CAEP Ordinary Shares are voted at the Meeting), and only 1,290,001, or approximately 4.7%, of the 27,600,000 Public Shares (assuming only a majority of the issued and outstanding CAEP Ordinary Shares are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CAEP Shareholders by a special resolution, in addition to the Sponsor’s CAEP Ordinary Shares, CAEP would need only 15,906,667, or approximately 57.6%, of the 27,600,000 Public Shares (assuming all issued and outstanding CAEP Ordinary Shares are voted at the Meeting), and only 4,213,334, or approximately 15.3%, of the 27,600,000 Public Shares (assuming only a majority of the issued and outstanding CAEP Ordinary Shares are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.

Upon the completion of the Business Combination, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, all Sponsor Earnout Shares are released in accordance with their terms, all AIR Earnout Shares are released in accordance with their terms and that no Pubco Ordinary Shares are issued pursuant to the Incentive Plan, to be adopted prior to Closing, as amended from time to time, (i) Public Shareholders, (ii) the Sponsor, (iii) the Kingsway Holders (as defined below) and (iv) the AIR Shareholders (excluding the Kingsway Holders), in each case, will own approximately 15.1%, 2.3%, 53.3%, and 29.3% of the issued and outstanding Pubco Ordinary Shares, respectively, subject to adjustments based on AIR Ordinary Shares outstanding immediately prior to the Jersey Closing and based on the assumptions set forth elsewhere in this proxy statement/prospectus.

The negotiated price per Pubco Ordinary Share is $10.00 per share for (i) Public Shareholders, (ii) the Sponsor and its affiliates, (iii) the directors and officers of CAEP, and (iv) the AIR Shareholders.

The total consideration that the Sponsor and its affiliates will receive at Closing, comprising Pubco Ordinary Shares at the negotiated price of $10.00 per share (in exchange for the CAEP Ordinary Shares held by the Sponsor after accounting for the surrender by the Sponsor and cancellation of 3,400,000 of the 6,900,000 CAEP Founder Shares it holds today immediately prior to, and subject to the consummation of, the Cayman Merger) and the cash fees to be paid to CF&Co., an affiliate of the Sponsor, as further described herein, is $77,165,000, assuming, among other things, that the Sponsor Loan is fully drawn (for a maximum amount of $1,750,000), that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination, no amount is drawn under the Sponsor Note, and the Sponsor Earnout Shares are released and not forfeited.

The total consideration that AIR Shareholders will receive at Closing, comprising Pubco Ordinary Shares at the negotiated price of $10.00 per share (in exchange for the AIR Ordinary Shares held by the AIR Shareholders immediately prior to the Jersey Merger), and holders of certain AIR incentive awards will receive, is approximately $1,456 million, assuming AIR Earnout Shares are released and not forfeited and excluding any Pubco Ordinary Shares issuable on exercise or settlement of the Assumed Conditional Awards (as defined below) and the Incentive Plan (as defined below).

Pursuant to the CAEP Memorandum and Articles, CAEP is providing Public Shareholders with the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing) in CAEP’s trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of CAEP IPO. For illustrative purposes, based on funds in the Trust Account of approximately $281.9 million as of December 31, 2025, the estimated per share redemption price would have been approximately $10.36 per share (inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note and which amount takes into account CAEP’s estimate of the amount that may be withdrawn to pay applicable taxes). CAEP Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Public Shares for cash. This means that CAEP Shareholders who hold Public Shares on or before , 2026 (two (2) business days before the Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Meeting, whether or not they are holders as of the Record Date, and whether or not such Public Shares are voted at the Meeting.

All CAEP Shareholders are cordially invited to attend the Meeting. Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, to ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of CAEP Ordinary Shares, you may also cast your vote via Internet or telephone or in person. If your CAEP Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the approval or rejection of any of the Proposals.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related Transactions and each of the Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, you may call Sodali & Co, CAEP’s proxy solicitor, at (203) 658-9400 (banks and brokers) or email at CAEP.info@investor.sodali.com.

By Order of the CAEP Board

Brandon Lutnick

Chairman and Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, NO LATER THAN 5:00 P.M. EASTERN TIME ON , 2026 (TWO BUSINESS DAYS PRIOR TO THE MEETING), DEMAND THAT CAEP REDEEM YOUR PUBLIC SHARES FOR CASH BY (A) DELIVERING A NOTICE TO CAEP’S TRANSFER AGENT AND (B) TENDERING YOUR PUBLIC SHARES TO CAEP’S TRANSFER AGENT. YOU MAY TENDER YOUR PUBLIC SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR PUBLIC SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR PUBLIC SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD YOUR PUBLIC SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE PUBLIC SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF CAEP SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

Table of Contents

ANNEXES

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“2024 SPAC Rules” means the rules and regulations for SPACs adopted by the SEC on January 24, 2024, and which became effective on July 1, 2024.

“50% Redemptions Scenario” means a scenario whereby 50%, or 13,800,000, of the Public Shares are redeemed by Public Shareholders.

“100% Redemptions Scenario” means a scenario whereby 100%, or 27,600,000, of the Public Shares are redeemed by Public Shareholders.

“A&R Pubco Articles” means the Amended and Restated Memorandum and Articles of Association of Pubco to be adopted prior to consummation of the Business Combination in the form attached hereto as Annex F.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, to be entered into by no later than the Cayman Closing Date by Pubco, CAEP, the Sponsor and certain AIR Shareholders, in the form attached hereto as Annex D.

“Acquisition Proposal” means, as to AIR, Pubco, Cayman Merger Sub, Jersey Merger Sub or CAEP, other than the Transactions and other than the acquisition or disposition of equipment or other tangible personal property in the ordinary course, any offer or proposal relating to: (a) any acquisition or purchase, directly or indirectly, of (i) 15% or more of the consolidated assets of such person and its subsidiaries or (ii) 15% or more of any class of equity or voting securities of (x) such person or (y) one or more subsidiaries of such person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such person and its subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of any class of equity or voting securities of (i) such person or (ii) one or more subsidiaries of such person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such person and its subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such person or (ii) one or more subsidiaries of such person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such person and its subsidiaries.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates, if it is determined by CAEP that additional time is necessary or appropriate to complete the Business Combination or for any other reason.

“Affiliate” means, with respect to any specified person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“AIR” means AIR Limited, a private limited company organized under the laws of Jersey, and its subsidiaries.

“AIR Earnout Conditions” means the earlier occurrence of one of the following early release events pursuant to which the AIR Earnout Shares will vest and no longer be subject to redesignation, redemption and cancellation prior to the end of the Earnout Period: (i) the closing price of the Pubco Ordinary Shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (ii) upon the occurrence of certain early release events, including a Pubco merger, consolidation or reorganization after the Closing in which the Pubco Ordinary Shares are converted or exchanged for the right to receive cash or registered publicly listed securities equal to or exceeding $12.50 per Pubco Ordinary Share.

“AIR Earnout Shares” means the Pubco Ordinary Shares issued at the Jersey Closing to the AIR Shareholders, which will be subject to restrictions and will be subject to forfeiture until Pubco satisfies the AIR Earnout Conditions.

“AIR Ordinary Shares” means AIR’s ordinary shares, par value $19.7456 per share.

“AIR Shareholders” means the shareholders of AIR.

“Alternative Transaction” means, (i) as to AIR, Pubco, Cayman Merger Sub and Jersey Merger Sub, a transaction except for (x) the Transactions, (y) issuances, settlements, repurchases or other actions in respect of awards under AIR’s employee equity incentive award plans in the ordinary course and in accordance with their terms and the terms of the Business Combination Agreement, and (z) granting the options permitted to be granted under the Business Combination Agreement concerning the sale or transfer of (a) all or any material part of the business or assets of AIR or its Affiliates, taken as a whole, or (b) any of the AIR

Ordinary Shares or other equity interests (including any phantom or synthetic equity) of AIR or its Affiliates, whether newly issued or already outstanding, in any case, whether such transaction takes the form of a sale or issuance of shares or other equity interests, assets, merger, consolidation, issuance of debt securities or convertible securities, warrants, management contract, joint venture or partnership, or otherwise, and (ii) as to CAEP, a transaction (other than the Transactions or any issuance of additional CAEP Class A Ordinary Shares to the extent permitted pursuant to the Business Combination Agreement) that would reasonably be expected to result in a business combination between CAEP and any person other than AIR or which otherwise involves the sale or transfer of CAEP Ordinary Shares, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, business combination, issuance of debt securities or convertible securities, warrants, management contract, joint venture or partnership, or otherwise.

“Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties in connection with or pursuant to this Agreement or the Transactions, including the Sponsor Support Agreement, the Shareholder Support Agreement, the A&R Registration Rights Agreement, and the A&R Pubco Articles.

“Assumed Conditional Awards” means the AIR equity awards, consisting of restricted share unit award or any other conditional right to receive AIR Ordinary Shares subject to time-based, performance, or other vesting restrictions, that is outstanding immediately prior to the Jersey Closing and will be assumed by Pubco and converted into a conditional award denominated in Pubco Ordinary Shares.

“Broker non-vote” means the failure of a CAEP Shareholder who holds his, her or its shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee.

“Business Combination” or “Transactions” means, collectively, the Cayman Merger, the Jersey Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 7, 2025, as may be amended, by and among CAEP, Pubco, AIR, Cayman Merger Sub, Jersey Merger Sub, and attached hereto as Annex A.

“Business Combination Marketing Agreement” means the letter agreement, dated June 25, 2025, by and between CF&Co. and CAEP.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination.

“CAEP” means Cantor Equity Partners III, Inc., a Cayman Islands exempted company.

“CAEP Audit Committee” means the audit committee of the CAEP Board.

“CAEP Board” means the board of directors of CAEP.

“CAEP Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of CAEP.

“CAEP Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of CAEP.

“CAEP Compensation Committee” means the compensation committee of the CAEP Board.

“CAEP Dissenting Shares” means the CAEP Ordinary Shares of CAEP Shareholders who have properly demanded dissenters’ rights for their CAEP Ordinary Shares in accordance with the section 238 of the Companies Act (and not waived, withdrawn or otherwise lost such rights).

“CAEP Founder Shares” means the 6,900,000 CAEP Class B Ordinary Shares purchased by the Sponsor for $25,000 in a private placement prior to the CAEP IPO.

“CAEP IPO” means the initial public offering of CAEP Class A Ordinary Shares, consummated on June 27, 2025.

“CAEP Memorandum and Articles” means the Amended and Restated Memorandum and Articles of Association of CAEP as of the date hereof, as amended and in effect under the Companies Act.

“CAEP Ordinary Shares” means, collectively, the CAEP Class A Ordinary Shares and the CAEP Class B Ordinary Shares.

“CAEP Private Placement” means the sale of the 580,000 CAEP Class A Ordinary Shares to the Sponsor that occurred concurrently with the CAEP IPO.

“CAEP Private Placement Shares” means the 580,000 CAEP Class A Ordinary Shares purchased by the Sponsor in the CAEP Private Placement.

“CAEP Redeeming Shares” means the CAEP Class A Ordinary Shares in respect of which the applicable holders thereof have validly exercised their redemption right (and not waived, withdrawn or otherwise lost such rights in accordance with the terms of the CAEP Memorandum and Articles and applicable law).

“CAEP Shareholders” means the shareholders of CAEP.

“CAEP Shareholder Approval Matters” means the Business Combination Proposal and the Merger Proposal.

“CAGR” means the compound annual growth rate, calculated as the constant annual rate at which a figure, such as revenue, would have grown from the beginning to the end of a specified period, assuming the value compounds annually over that period.

“Cayman Effective Time” means the time the Cayman Merger becomes effective under the Companies Act upon registration of the Cayman Plan of Merger by the Cayman Registrar, or at such later time permitted by the Companies Act and agreed and specified by the parties to the Cayman Merger.

“Cayman Closing” means the closing of the Cayman Merger.

“Cayman Closing Date” means the date of the Cayman Closing.

“Cayman Plan of Merger” means the plan of merger to be entered into by Cayman Merger Sub, CAEP and Pubco, in the form attached hereto as Annex E.

“Cayman Merger” means the merger of Cayman Merger Sub with and into CAEP, with CAEP surviving such merger.

“Cayman Merger Filing Documents” means the Cayman Plan of Merger (and its annexures) together with such other documents as may be required in accordance with the applicable provisions of the Companies Act or by any other Law to make the Cayman Merger effective.

“Cayman Merger Sub” means Genesis Cayman Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Cantor” means Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of the Sponsor and CF&Co. and, prior to the Closing, CAEP.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership, the representative of the underwriters in the CAEP IPO and an affiliate of the Sponsor, Cantor and, prior to the Closing, CAEP.

“CF&Co. M&A Engagement Letter” means that certain letter agreement, dated October 23, 2025, between CF&Co. and CAEP, pursuant to which CAEP has engaged CF&Co. as its exclusive financial advisor in connection with the Transactions.

“CFGM” means CF Group Management, Inc., a New York corporation, the managing general partner of Cantor.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 24-month period that CAEP has to consummate an initial business combination from the closing of the CAEP IPO to June 27, 2027, or such earlier date as determined by the CAEP Board, or as such date may be extended pursuant to the CAEP Memorandum and Articles.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Core Business” means, collectively, the Core – Americas, Core – Europe and Core – MEAA business segments of AIR.

“CST” means Continental Stock Transfer & Trust Company, transfer agent of CAEP and trustee of the Trust Account.

“Company ESP” means the AIR Employee Share Plan 2021 and any schedules thereto, in each case, as amended.

“Company MIP” means the AIR Management Incentive Plan adopted May 2024, as amended on April 10, 2025 and on September 29, 2025, and any schedules thereto, in each case, as further amended from time to time.

“DTC” means the Depository Trust Company.

“DWAC” means DTC’s Deposit Withdrawal at Custodian service.

“Earnout Period” means the period commencing on the Closing Date and ending on the five year anniversary of the Closing Date.

“EU” means the European Union.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded CAEP Shares” means CAEP Class A Ordinary Shares and CAEP Class B Ordinary Shares held in the name of CAEP as treasury shares, if any.

“FDA” means the U.S. Food and Drug Administration.

“Focus Markets” means AIR’s priority markets comprising the United States, KSA, Germany and Spain.

“GCC” means the Gulf Cooperation Council.

“HoReCa” means the hospitality and food service sector including hotels, restaurants and cafés.

“IASB” refers to the International Accounting Standards Board.

“IFRS” refers to IFRS Accounting Standards as issued by the IASB.

“Incentive Plan” means the Pubco omnibus incentive plan to be approved and adopted by Pubco prior to the Cayman Closing Date.

“Insider Letter” means the letter agreement, dated as of June 25, 2025, by and among CAEP, the Sponsor and the other parties thereto.

“Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement or the Jersey Closing.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service.

“Jersey Closing” means closing of the Jersey Merger.

“Jersey Effective Time” means the time the Jersey Merger becomes effective under the Jersey Companies Law upon registration of the Jersey Merger by the Jersey Registrar of Companies.

“Jersey Merger” means the merger of Jersey Merger Sub with and into AIR, with AIR surviving such merger.

“Jersey Merger Sub” means Genesis Jersey Merger Sub Limited, a private limited company incorporated under the laws of Jersey and a wholly owned subsidiary of Pubco.

“Jersey Companies Law” means the Companies (Jersey) Law 1991, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Kingsway” means Kingsway Capital Partners Limited, on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates.

“Kingsway Holders” means, collectively, those AIR Shareholders that are funds managed and controlled by Kingsway.

“KSA” means the Kingdom of Saudi Arabia.

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under IFRS or other applicable accounting standards), including Tax liabilities due or to become due.

“MEAA” means the Middle East, Africa and Asia.

“Meeting” means the extraordinary general meeting of CAEP Shareholders, to be held on , 2026 at Eastern time.

“Mergers” means the Cayman Merger and the Jersey Merger.

“Merger Proposal” means the proposal to approve and authorize, by special resolution of the CAEP Shareholders, (a) the Cayman Merger and the Cayman Plan of Merger, (b) the amendment and restatement of the CAEP Memorandum and Articles by the deletion in their entirety and the substitution in their place 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, by: (i) re-designating all issued and unissued Class A ordinary shares of a par value of $0.0001 each as shares of $0.0001 par value each; (ii) re-designating all issued and unissued Class B ordinary shares of a par value of $0.0001 each as shares of $0.0001 par value each; and (iii) re-designating all issued and unissued preference shares of a par value of $0.0001 each as shares of $0.0001 par value each.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of (i) Pubco Ordinary Shares in connection with the Business Combination, (ii) the CAEP Class A Ordinary Shares issuable in repayment of the Sponsor Loan and (iii) the additional Pubco Ordinary Shares that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under Nasdaq Rule 5635.

“NGCs” means the New Growth Categories business segment of AIR.

“No Redemptions Scenario” means a scenario whereby none of the Public Shareholders redeem their Public Shares.

“NTBV” means net tangible book value.

“Organizational Documents Proposals” means each of the proposals to consider and vote, on a non-binding advisory basis, upon the material differences between the CAEP Memorandum and Articles and A&R Pubco Articles to be effective upon the completion of the Business Combination, specifically to approve:

“Parties” means the parties to the Business Combination Agreement, being CAEP, Pubco, AIR, Cayman Merger Sub and Jersey Merger Sub.

“PCAOB” means the Public Company Accounting Oversight Board.

“PFIC” means passive foreign investment company.

“Post-Combination Founder Shares” means the 3,500,000 Pubco Ordinary Shares to be received by the Sponsor in connection with the Cayman Merger (after giving effect to the surrender by the Sponsor and cancellation of 3,400,000 CAEP Founder Shares pursuant to the Sponsor Support Agreement and the conversion of such remaining shares into CAEP Class A Ordinary Shares immediately prior to the Cayman Merger), including the Sponsor Earnout Shares.

“Proposals” means collectively, the Business Combination Proposal, the Merger Proposal, each of the Organizational Documents Proposals, the Nasdaq Proposal and the Adjournment Proposal.

“proxy statement/prospectus” means the proxy statement/prospectus included in this Registration Statement.

“Pubco” means AIR Holdings Limited, a private limited company incorporated under the laws of Jersey.

“Pubco Board” means the board of directors of Pubco.

“Pubco Ordinary Shares” means the ordinary shares, par value US$0.0001 per share, of Pubco.

“Pubco Preferred Shares” means the preferred shares, par value US$0.0001 per share, of Pubco that may be issued from time to time.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 27,600,000 CAEP Class A Ordinary Shares issued in the CAEP IPO.

“Record Date” means , 2026, the record date for the Meeting.

“Redemption Event” means, with respect to CAEP, (i) the consummation of the business combination, (ii) an extension of time for CAEP to consummate the business combination in accordance with the CAEP Memorandum and Articles, or (iii) CAEP’s liquidation.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Support Agreement” means the Shareholder Support Agreement, dated November 7, 2025, by and among Pubco, CAEP, AIR and the AIR Shareholders party thereto.

“SPAC” means a special purpose acquisition company.

“SPAC Guidance” means the guidance issued by the SEC to the 2024 SPAC Rules.

“Sponsor Earnout Conditions” means the following release events pursuant to which the Sponsor Earnout Shares will vest and no longer be subject to redesignation, redemption and cancellation prior to the end of the Earnout Period: (i) 750,000 of the Sponsor Earnout Shares will be released and no longer be subject to redesignation, redemption and cancellation if the closing price of the Pubco Ordinary Shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, (ii) the remaining 750,000 of the Sponsor Earnout Shares will be released and no longer be subject to redesignation, redemption and cancellation if the closing price of the Pubco Ordinary Shares is at or above $15.00 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (iii) upon the occurrence of certain early release events, including a Pubco sale, change of control, going private transaction or delisting after the Closing, any then unvested Earnout Shares will immediately vest and no longer be subject to redesignation, redemption and cancellation.

“Sponsor Earnout Shares” means 1,500,000 of the Post-Combination Founder Shares issued at the Cayman Closing to the Sponsor, which will be subject to restrictions and will be subject to forfeiture until satisfaction of the Sponsor Earnout Conditions.

“Sponsor Loan” means the promissory note entered into by CAEP in favor of the Sponsor on June 25, 2025 in the aggregate principal amount of up to $1,750,000 in loans Sponsor has made, or may make, to CAEP to fund CAEP’s expenses after the CAEP IPO and prior to a business combination relating to investigating and selecting a target business and other working capital requirements.

“Sponsor Note” means the promissory note entered into by CAEP in favor of the Sponsor on June 25, 2025 in the aggregate principal amount of up to $4,140,000 evidencing the loan the Sponsor will make to CAEP in connection with each Redemption

Event, such that an amount equal to $0.15 per Public Share being redeemed in connection with the applicable Redemption Event will be added to the Trust Account and paid to the holders of the applicable redeemed Public Shares.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated November 7, 2025, by and among Pubco, CAEP and the Sponsor.

“Surviving Cayman Company” means CAEP, the surviving company after the Cayman Merger.

“Surviving Jersey Company” means AIR, the surviving company after the Jersey Merger.

“Trust Account” means the trust account of CAEP that holds the net proceeds of the CAEP IPO and the CAEP Private Placement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of June 25, 2025, by and between CAEP and CST.

“UAE” means the United Arab Emirates.

“U.S.” or “United States” means the United States of America.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

“Withum” means Withum Smith+Brown, PC.

“Working Capital Loans” means the funds that the Sponsor or an affiliate of the Sponsor, or certain of CAEP’s officers and directors may, but are not obligated to, loan CAEP as may be required if the Sponsor Loan is insufficient to cover the working capital requirements of CAEP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” within the meaning of the federal securities laws. This proxy statement/prospectus includes statements that express CAEP’s, Pubco’s, AIR’s and their respective management teams’ opinions, expectations, beliefs, plans, objectives, assumptions, guidance or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding CAEP’s, Pubco’s and AIR’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which AIR operates as well as any information concerning possible or assumed future results of operations of the combined company after giving effect to the Business Combination. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting CAEP, Pubco and AIR. Factors that may impact such forward-looking statements include:

The forward-looking statements contained in this proxy statement/prospectus are based on CAEP’s, Pubco’s, AIR’s and their respective management teams’ current expectations and beliefs concerning future developments and their potential effects on the Business Combination. There can be no assurance that future developments affecting CAEP, Pubco and/or AIR will be those that CAEP, Pubco and AIR have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond CAEP’s, Pubco’s and AIR’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. CAEP, Pubco and AIR will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. None of CAEP, Pubco or AIR or any of their respective Affiliates, directors, officers, advisors or other representatives has made or makes any representation to any shareholder or any other person regarding ultimate performance compared to the information contained in the estimates, prospective financial information or that financial and operating results will be achieved.

Jersey Regulatory Matters

Before a shareholder grants its proxy or instructs how its vote should be cast or vote on the Proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect CAEP, Pubco and AIR.

The JFSC has given, and not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Pubco Ordinary Shares. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against any liability arising from the discharge of its functions under that law.

A copy of this prospectus has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 and the Jersey Registrar of Companies has given, and has not withdrawn, consent to its circulation.

It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the JFSC takes any responsibility for the financial soundness of Pubco or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The price of securities and the income from them can go down as well as up.

The directors of Pubco have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in this prospectus, whether of facts or opinion. All the directors of Pubco accept responsibility accordingly.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”), by AIR Holdings Limited (“Pubco”), a private limited company incorporated under the laws of Jersey (which will be converted to a public limited company incorporated under the laws of Jersey prior to consummation of the Business Combination) and AIR Limited (the “Co-Registrant” or “AIR”), a private limited company incorporated under the laws of Jersey (File No. 333- ), constitutes a prospectus of Pubco under Section 5 of the Securities Act, with respect to the Pubco Ordinary Shares to be issued to CAEP Shareholders and AIR Shareholders if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Meeting at which CAEP Shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the Transactions contemplated thereby, including the proposals as described below:

See the section entitled “The Organizational Documents Proposals.”

This document does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such offer.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus. Neither CAEP nor Pubco takes any responsibility for, and can provide no assurances as to the proxy statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of CAEP, Pubco or AIR since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

CAEP’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. AIR’s financial statements included in this proxy statement/prospectus have been prepared in accordance with IFRS Accounting Standards as issued by the IASB (“IFRS”). This proxy statement/prospectus includes certain references to financial measures that were not prepared in accordance with IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for AIR’s consolidated financial results prepared in accordance with IFRS.

TRADEMARKS AND TRADE NAMES

The Pubco name, logo and other trademarks of Pubco appearing in this proxy statement/prospectus are the property of Pubco. The AIR name, logo and other trademarks of AIR appearing in this proxy statement/prospectus are the property of AIR. In addition, CAEP and its Affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. Solely for convenience, some of the trademarks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that CAEP, AIR or Pubco will not assert, to the fullest extent under applicable law, their rights or the rights of the applicable licensors to these trademarks and trade names. This proxy statement/prospectus contains additional trademarks and trade names of others. All trademarks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend for our use or display of other companies’ trademarks copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other company.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains estimates, projections and other information concerning AIR’s industry, including market size and growth of the market in which it participates, that are based on industry publications and reports and forecasts prepared by its management. AIR believes it is important to maintain as broad and independent a perspective on developments in its industry as possible. To that end, AIR has retained third‑party consultants to prepare general industry and market studies for AIR, including a report prepared by Arthur D. Little called “Market Assessment Report – AIR,” concerning AIR's target sectors and Focus Markets (the “2025 Market Assessment Report”). Certain information from this report is included in this prospectus in reliance on Arthur D. Little’s authority as market advisors in such matters. See “Experts.”

The scope of Arthur D. Little’s work included an assessment, on a best efforts basis, of the structure, macroeconomic factors, market size and growth estimates and high-level competitive and regulatory landscape of the relevant market in AIR's Focus Markets. In connection with the preparation of this report, AIR furnished Arthur D. Little with certain historical information regarding its business and operations, its previously commissioned surveys and trade reports, publicly available information as well as the management inputs concerning the market and competitive environment. Arthur D. Little conducted independent research in preparing its analysis, including a review of third‑party market reports, association and trade publications, regulatory and policy materials, and other secondary and limited primary sources it considered appropriate. AIR uses the data and insights contained in the 2025 Market Assessment Report to assist in describing the nature of its industry, the market opportunity and AIR's position within it.

Given the evolving nature of the flavored shisha and social inhalation industry, and the fragmented and developing data collection practices across markets and channels, AIR believes it is difficult for any market participant and industry analysts or experts, including AIR and Arthur D. Little, to present precise measurements of market size, penetration or share. Nevertheless, AIR believes the industry and market data presented in this proxy statement/prospectus represent reasonable estimates and reflect AIR's and Arthur D. Little’s good faith judgment as to the market and AIR's position within it. Industry publications and forecasts that AIR or Arthur D. Little may have relied upon generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts, market opportunity estimates, total addressable market analyses and other forward‑looking information derived from these sources are subject to the same qualifications and uncertainties as other forward‑looking statements in this proxy statement/prospectus. Actual outcomes may differ materially from the estimates and projections presented herein.

AIR also supplements this analysis with other third‑party industry sources and publicly available data where appropriate. Unless otherwise indicated, references to third‑party industry data in this prospectus are to such sources. In some cases, AIR does not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. AIR has not independently verified the accuracy or completeness of the data contained in these industry publications and reports.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE CAEP EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Meeting and the Proposals. The following questions and answers do not include all the information that is important to CAEP Shareholders. CAEP Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: On November 7, 2025, CAEP, Pubco, AIR, Cayman Merger Sub and Jersey Merger Sub entered into the Business Combination Agreement pursuant to which they agreed to effect the Business Combination on the terms set forth therein and as is described in this proxy statement/prospectus. CAEP Shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that, among other things: (i) Cayman Merger Sub will merge with and into CAEP, with CAEP continuing as the surviving entity in the Cayman Merger, as a result of which CAEP Shareholders will receive one Pubco Ordinary Share for each CAEP Ordinary Share held by such CAEP Shareholder (other than any CAEP Class B Ordinary Shares surrendered by the Sponsor and any CAEP Class A Ordinary Shares that have been validly redeemed) and (ii) immediately following the Cayman Merger, Jersey Merger Sub will merge with and into AIR, with AIR continuing as the surviving entity in the Jersey Merger, and with AIR Shareholders receiving Pubco Ordinary Shares in exchange for their AIR Ordinary Shares as described in the Business Combination Agreement.

For more information about the other arrangements contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Agreement and Ancillary Documents.”

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Q: What is being voted on at the Meeting?

A: CAEP Shareholders are being asked to vote to approve the following Proposals:

See the section entitled “The Organizational Documents Proposals.”

CAEP will hold the Meeting to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. CAEP Shareholders should read it carefully.

The vote of CAEP Shareholders is important. CAEP Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: What will happen to the CAEP Class A Ordinary Shares in connection with the Closing?

A: CAEP Class A Ordinary Shares are currently listed on the Nasdaq Global Market under the symbol “CAEP.” In connection with the Closing, holders of CAEP Class A Ordinary Shares will receive one Pubco Ordinary Share for each CAEP Class A Ordinary Share such CAEP Shareholder holds at Closing (other than any Public Shares which are the subject of valid redemption requests). If Pubco’s application for listing is approved, Pubco Ordinary Shares are expected to be traded on Nasdaq or another national securities exchange under the symbol “AIIR.”

Q: What equity stake will current Public Shareholders, the Sponsor, the Kingsway Holders and the other AIR Shareholders hold in Pubco immediately after the completion of the Business Combination?

A: Upon the completion of the Business Combination, and assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares in connection with the Business Combination, all Sponsor Earnout Shares are released in accordance with their terms, all AIR Earnout Shares are released in accordance with their terms and that no Pubco Ordinary Shares are issued pursuant to the Incentive Plan, (i) Public Shareholders, (ii) the Sponsor, (iii) the Kingsway Holders and (iv) the AIR Shareholders (excluding the Kingsway Holders), in each case, will own approximately 15.1%, 2.3%, 53.3% and 29.3% of the issued and outstanding Pubco Ordinary Shares, respectively, subject to adjustments based on AIR Ordinary Shares outstanding immediately prior to the Jersey Closing and based on the assumptions set forth elsewhere in this proxy statement/prospectus.

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding Pubco Ordinary Shares held by Public Shareholders will decrease and the percentages of issued and outstanding Pubco Ordinary Shares held by the Sponsor, the Kingsway Holders and the other AIR Shareholders will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience dilution upon the issuance of any Pubco Ordinary Shares pursuant to the Incentive Plan and other future equity issuances by Pubco that are unanticipated as of the date of this proxy statement/prospectus.

As of December 31, 2025, there are 35,080,000 CAEP Ordinary Shares issued and outstanding, including (i) 27,600,000 Public Shares, which may be redeemed in connection with the Meeting by Public Shareholders, (ii) 580,000 CAEP Private Placement Shares held by the Sponsor and (iii) 6,900,000 CAEP Founder Shares held by the Sponsor.

CAEP cannot predict how many Public Shares will be redeemed. As a result, the parties are presenting three different redemption scenarios with respect to the Public Shares, each of which presents a different allocation of total Pubco Ordinary Shares issued and outstanding following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of Pubco under each of: (1) the No Redemptions Scenario; (2) the 50% Redemptions Scenario; and (3) the 100% Redemptions Scenario.

The following table summarizes the pro forma ownership of Pubco immediately following the Business Combination under: (1) the No Redemptions Scenario; (2) the 50% Redemptions Scenario; and (3) the 100% Redemptions Scenario, in each case, including the Sponsor Earnout Shares and the AIR Earnout Shares and excluding any Pubco Ordinary Shares issuable on exercise or settlement of the Assumed Conditional Awards and the Incentive Plan.

CAEP issued the Public Shares in the CAEP IPO at $10.00 per share. After giving effect to the issuance of the 27,600,000 Public Shares in the CAEP IPO and the 580,000 CAEP Private Placement Shares to the Sponsor in the CAEP Private Placement, there were 35,080,000 CAEP Ordinary Shares issued and outstanding. In connection with the Business Combination, assuming its consummation in accordance with the Business Combination Agreement and no Public Shareholders exercise their redemption rights with respect to their Public Shares, immediately after the Closing, Pubco is expected to have outstanding 182,680,704 Pubco Ordinary Shares, including (i) 150,969,526 Pubco Ordinary Shares issued to the AIR Shareholders in the Jersey Merger, (ii) 27,600,000 Pubco Ordinary Shares issued to Public Shareholders, and (iii) 4,111,178 Pubco Ordinary Shares issued to the Sponsor in exchange for 4,111,178 CAEP Shares held by the Sponsor as of Closing (after accounting for the surrender by the Sponsor and cancellation of 3,400,000 CAEP Founder Shares and the receipt by the Sponsor of 31,178 CAEP Class A Ordinary Shares as repayment of the $311,783 outstanding under the Sponsor Loan as of December 31, 2025). These shares outstanding include the Sponsor Earnout Shares that are subject to the Sponsor Earnout Conditions and AIR Earnout Shares that are subject to the AIR Earnout Conditions, both of which will be issued and outstanding immediately after Closing but some or all may be forfeited and cancelled for no consideration to the extent some or all of the specified targets are not met. These shares outstanding exclude Pubco

Ordinary Shares issuable on exercise or settlement of the Assumed Conditional Awards and the Incentive Plan. The tabular disclosure includes presentations of information at various illustrative redemption levels consistent with the “No Redemptions,” “50% Redemptions,” and “100% Redemptions” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

CAEP issued shares in the CAEP IPO at $10.00 per share (the “CAEP IPO Price”). Based on AIR’s and CAEP’s current capitalization, the anticipated total maximum number of Pubco Ordinary Shares outstanding or issuable immediately following the Closing in the No Redemptions Scenario will be approximately 182,680,704 Pubco Ordinary Shares (excluding any Pubco Ordinary Shares issuable on exercise or settlement of the Assumed Conditional Awards and the Incentive Plan). In the No Redemptions Scenario, Pubco’s valuation following the Closing is based on the CAEP IPO Price and is therefore calculated as: $10.00 times 182,680,704 Pubco Ordinary Shares, or $1,826.8 million. The following table illustrates the valuation of Pubco at the offering price of the securities at the CAEP IPO Price for each redemption scenario:

The foregoing required disclosure is not a guarantee that the trading price of Pubco Ordinary Shares will not be below the offering price in the CAEP IPO, nor is the required disclosure a guarantee that Pubco will attain any of the levels of valuation presented.

The above discussion and table are based on 35,080,000 CAEP Ordinary Shares outstanding on December 31, 2025. The above discussion and table exclude potential dilutive effects associated with future issuances or grants of equity or equity-linked securities by Pubco pursuant to the Incentive Plan and the Assumed Conditional Awards.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership percentage associated with Pubco Ordinary Shares held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by Pubco may result in additional dilution to Public Shareholders’ percentage ownership in Pubco, potentially significantly, and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Summary of the Proxy Statement/Prospectus — The Business Combination Agreement — Ownership of Pubco Following the Business Combination” as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q: What conditions must be satisfied or waived to complete the Business Combination?

A: There are a number of closing conditions to the Business Combination in the Business Combination Agreement, including, but not limited to, the following: (i) approval of each of the CAEP Shareholder Approval Matters; (ii) the consummation of the Transactions not being prohibited by applicable law; (iii) effectiveness of the Registration Statement; and (iv) the Pubco Ordinary Shares having been approved for listing on Nasdaq or another national securities exchange.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Summary of the Proxy Statement/Prospectus — The Business Combination Agreement” and “Summary of the Proxy Statement/Prospectus — Related Agreements.”

Q: Why is CAEP providing CAEP Shareholders with the opportunity to vote on the Business Combination?

A: Under the CAEP Memorandum and Articles, CAEP must provide all Public Shareholders with the opportunity to have their Public Shares redeemed upon the consummation of CAEP’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business reasons and pursuant to Cayman Islands law requirements, CAEP has elected to structure the Business Combination in such a way as to provide Public Shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, CAEP is seeking to obtain the approval of the CAEP Shareholders of the Business Combination Proposal, among the other Proposals, in order to allow Public Shareholders to effectuate redemptions of their Public Shares in connection with the consummation of the Business Combination.

Q: Are the Proposals conditioned on one another?

A: Under the Business Combination Agreement, the approval by CAEP Shareholders of the Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. If any of those Proposals is not approved by CAEP Shareholders, the Business Combination will not be consummated, unless waived by the parties. The Merger Proposal is conditioned upon the approval of the Business Combination Proposal. The Organizational Documents Proposals and the Nasdaq Proposal are conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal.

Q: What constitutes a quorum at the Meeting?

A: A quorum of CAEP Shareholders is necessary to hold a valid meeting. A quorum for the Meeting consists of the holders of a majority of the then issued and outstanding CAEP Ordinary Shares (whether in person (including via the virtual meeting platform) or by proxy). As of the Record Date, the presence, in person or by proxy, of CAEP Shareholders holding 17,540,001 CAEP Ordinary Shares would be required to achieve a quorum at the Meeting. In addition to the CAEP Ordinary Shares held by the Sponsor, which represent approximately 21.3% of the issued and outstanding CAEP Ordinary Shares and which will count towards this quorum, CAEP will need one or more CAEP Shareholders holding 10,060,001 CAEP Ordinary Shares, representing approximately 36.4% of the 27,600,000 Public Shares, present in person (including via the virtual meeting platform) or by proxy at the Meeting to have a valid quorum.

Q: How many votes do I have at the Meeting?

A: CAEP Shareholders are entitled to one vote at the Meeting for each CAEP Ordinary Share held of record as of , 2026, the Record Date for the Meeting. As of the close of business on the Record Date, there were 35,080,000 CAEP Ordinary Shares issued and outstanding.

Q: What vote is required to approve the Proposals presented at the Meeting?

A: To pass each of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal requires an ordinary resolution of CAEP Shareholders, which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the CAEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). To pass the Merger Proposal requires a special resolution of CAEP Shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by, or on behalf of, the CAEP Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Meeting (assuming the presence of a quorum). CAEP Shareholders are also being asked to approve, on a non-binding advisory basis, each of the Organizational Documents Proposals. Although the CAEP Board is asking CAEP Shareholders to approve each of the Organizational Documents Proposals on the non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on each of the Organizational Documents Proposals, the A&R Pubco Articles will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are approved.

Assuming a quorum is established, a CAEP Shareholder’s failure to vote by proxy or to vote at the Meeting will have no effect on the approval or rejection of the Proposals. Abstentions and Broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the approval or rejection of any of the Proposals.

The Sponsor has agreed to vote its 7,480,000 CAEP Ordinary Shares, representing approximately 21.3% of the issued and outstanding CAEP Ordinary Shares, in favor of each of the Proposals. As a result, with respect to each Proposal that requires approval of CAEP Shareholders by an ordinary resolution, in addition to the Sponsor’s CAEP Ordinary Shares, CAEP would need only 10,060,001, or approximately 36.4%, of the 27,600,000 Public Shares (assuming all issued and outstanding CAEP Ordinary Shares are voted at the Meeting), and only 1,290,001, or approximately 4.7%, of the 27,600,000 Public Shares (assuming only a majority of the issued and outstanding CAEP Ordinary Shares are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CAEP Shareholders by a special resolution, in addition to the Sponsor’s CAEP Ordinary Shares, CAEP would need only 15,906,667, or approximately 57.6%, of the 27,600,000 Public Shares (assuming all issued and outstanding CAEP Ordinary Shares are voted at the Meeting), and only 4,213,334, or approximately 15.3%, of the 27,600,000 Public Shares (assuming only a majority of the issued and outstanding CAEP Ordinary Shares are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.

Q: How will the Sponsor and CAEP’s directors and officers vote?

A: The Sponsor has agreed to vote its 7,480,000 CAEP Ordinary Shares, representing approximately 21.3% of the issued and outstanding CAEP Ordinary Shares, in favor of each of the Proposals. While none of CAEP’s executive officers or directors directly own any CAEP Ordinary Shares, pursuant to the Insider Letter, each of CAEP’s executive officers and directors have agreed to vote any CAEP Ordinary Shares held by them in favor of an initial business combination, including the Business Combination. Accordingly, it is more likely that the necessary shareholder approval will be received than would be the case if the Sponsor and CAEP’s officers and directors had agreed to vote their CAEP Ordinary Shares in accordance with the majority of the votes cast by Public Shareholders.

As a result, with respect to each Proposal that requires approval of CAEP Shareholders by an ordinary resolution, in addition to the Sponsor’s CAEP Ordinary Shares, CAEP would need only 10,060,001, or approximately 36.4%, of the 27,600,000 Public Shares (assuming all issued and outstanding CAEP Ordinary Shares are voted at the Meeting), and only 1,290,001, or approximately 4.7%, of the 27,600,000 Public Shares (assuming only a majority of the issued and outstanding CAEP Ordinary Shares are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved. With respect to each Proposal that requires approval of CAEP Shareholders by a special resolution, in addition to the Sponsor’s CAEP Ordinary Shares, CAEP would need only 15,906,667, or approximately 57.6%, of the 27,600,000 Public Shares (assuming all issued and outstanding CAEP Ordinary Shares are voted at the Meeting), and only 4,213,334, or approximately 15.3%, of the 27,600,000 Public Shares (assuming only a majority of the issued and outstanding CAEP Ordinary Shares are voted at the Meeting), to be voted in favor of such Proposals in order to have such Proposals approved.

Q: What interests do the Sponsor, CAEP’s directors and executive officers and their Affiliates have in the Business Combination?

For more information, see “Certain Relationships and Related Party Transactions — CAEP Related Party Transactions” and see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Since the Sponsor and CAEP’s directors and officers have interests that are different from, or in addition to (and which may conflict with), the interests of Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with Pubco and AIR is appropriate as CAEP’s initial business combination. Such interests include that the Sponsor will lose its entire investment in CAEP if the Business Combination is not completed or any other business combination is not completed.”

CAEP’s management determined that, in light of the potential conflicting interests described above with respect to the Sponsor and its Affiliates, the CAEP Audit Committee should separately review and consider the potential conflicts of interest with respect to the Sponsor and its Affiliates arising out of the proposed Business Combination and the proposed terms in respect thereof. Accordingly, the CAEP Audit Committee reviewed and considered such interests and, after taking into account the factors they deemed applicable (including the potential conflicting interests), unanimously approved the Business Combination Agreement and the transactions contemplated therein.

Q: What is CF&Co.’s history with CAEP and Pubco?

A: CF&Co.’s history with CAEP and Pubco can be summarized as follows:

Q: When will the Sponsor and AIR Shareholders be entitled to transfer their respective Pubco Ordinary Shares?

A: The Sponsor and the AIR Shareholders are subject to restrictions on their ability to transfer, assign or sell their Pubco Ordinary Shares, as summarized in the table below. Such transfer restrictions will apply until the applicable expiration date, unless earlier waived by the contracting parties.

Q: Did the CAEP Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A: No. The CAEP Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination. However, CAEP’s management, the members of the CAEP Board and the other representatives of CAEP have reviewed certain financial information of AIR and other relevant financial information selected based on the experience and the professional judgment of CAEP’s management team. Accordingly, investors will be relying solely on the judgment of the CAEP Board in valuing AIR’s business and accordingly, investors assume the risk that the CAEP Board may not have properly valued such business. For more information, see the risk factor entitled “Risk Factors — Risks Related to the Business Combination — Neither the CAEP Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, CAEP Shareholders have no assurance from an independent source that the number of Pubco Ordinary Shares to be issued to the AIR Shareholders and CAEP Shareholders in the Business Combination is fair to CAEP — and, by extension, CAEP Shareholders — from a financial point of view.”

Q: What factors did the CAEP Board consider in connection with its decision to recommend voting in favor of the Business Combination?

A: The CAEP Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CAEP Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CAEP Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Neither the CAEP Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether to pursue the terms of the Business Combination (including the consideration to be received by CAEP Shareholders and AIR Shareholders). Before reaching its decision, the CAEP Board reviewed the information provided to it by its management, representatives of the Sponsor and CAEP’s legal and financial advisors, including the analyses prepared by CF&Co., in its capacity as financial advisor to CAEP, as further described in the section entitled “The Business Combination Proposal — The CAEP Board’s Reasons for Approval of the Business Combination — Comparable Company Analysis” below.

The CAEP Board determined that pursuing a potential business combination with Pubco and AIR would be an attractive opportunity for CAEP and the CAEP Shareholders, which determination was based on a number of factors. See the section titled “The Business Combination Proposal — The CAEP Board’s Reasons for Approval of the Business Combination.”

Q: How will the Business Combination affect my CAEP Class A Ordinary Shares?

A: Pursuant to the Business Combination Agreement, upon the Closing, CAEP will merge with and into Cayman Merger Sub, with CAEP continuing as the surviving entity, as a result of which CAEP Shareholders will receive one Pubco Ordinary Share for each CAEP Ordinary Share held by such CAEP Shareholder (other than any CAEP Class B Ordinary Shares surrendered by the Sponsor and any CAEP Class A Ordinary Shares that have been validly redeemed). For more information on the rights of Pubco Ordinary Shares, see “Description of Pubco Securities.”

Q: How many votes per share is each Pubco Ordinary Share entitled?

A: Upon Closing, each holder of Pubco Ordinary Shares will be entitled to one vote for each Pubco Ordinary Share held of record by such holder on all matters on which shareholders are generally entitled to vote.

Q: What are the risks associated with Pubco’s concentrated ownership after Closing?

A: Pubco will be a controlled company under Nasdaq listing standards after Closing, with many significant decisions of Pubco being controlled by the Kingsway Holders. Accordingly, Public Shareholders will be subject to the decisions of Pubco’s controlling shareholders and if they are unhappy with any decisions made, may only be able to sell their Pubco Ordinary Shares, potentially at a loss. At Closing, the Kingsway Holders will be the beneficial owners of at least 97,385,657 Pubco Ordinary Shares, representing at least 53.3% of the expected issued and outstanding Pubco Ordinary Shares, subject to adjustments based on AIR Limited shares outstanding immediately prior to the Jersey Closing and based on the assumptions set forth elsewhere in this proxy statement/prospectus.

This concentrated control could delay, defer or prevent a change of control, merger, consolidation or sale of all or substantially all of Pubco’s assets. See “Risk Factors” for a more detailed discussion of these risks.

Q: Why is CAEP proposing the Nasdaq Proposal?

A: Under Nasdaq Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (ii) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the share or securities.

Under Nasdaq Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the ordinary shares (or securities convertible into or exercisable for ordinary shares) or voting power of an issuer could constitute a change of control.

Under Nasdaq Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of ordinary shares (or securities convertible into or exercisable for ordinary shares) at a price that is less than the lower of (the “Minimum Price”): (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Additionally, upon the consummation of the Business Combination and based on the assumptions described elsewhere in this proxy statement/prospectus, Pubco expects to issue, in the aggregate, up to an estimated 182,680,704 Pubco Ordinary Shares in connection with the Business Combination, plus up to 14,559,998 additional Pubco Ordinary Shares that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan. For further details, see “The Business Combination Agreement and Ancillary Documents” and “Management of Pubco After the Business Combination — Incentive Compensation Plans.” Accordingly, the aggregate number of Pubco Ordinary Shares that Pubco will issue in connection with the Business Combination will, in the aggregate, exceed 20% of both the voting power and the number of CAEP Ordinary Shares outstanding before such issuance and will result in a change of control of CAEP. For these reasons, CAEP is seeking the approval of CAEP Shareholders for the issuance of the Pubco Ordinary Shares in connection with the Business Combination pursuant to Nasdaq Rules 5635(a), (b) and (d).

For further details, see “The Nasdaq Proposal.”

Q: What happens if I sell my Public Shares before the Meeting?

A: The Record Date is earlier than the date of the Meeting. If you transfer your Public Shares after the Record Date but before the date of the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Public Shares prior to the Record Date, you will have no right to vote those shares at the Meeting.

Q: What happens if CAEP Shareholders vote against the Business Combination Proposal?

A: Pursuant to the CAEP Memorandum and Articles, if the Business Combination Proposal is not approved and CAEP does not otherwise consummate an alternative business combination by the end of the Combination Period, CAEP will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account, including interest (net of taxes payable), to Public Shareholders in accordance with the CAEP Memorandum and Articles.

Q: Do I have redemption rights?

A: Pursuant to the CAEP Memorandum and Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the then-applicable redemption price calculated as of two (2) business days prior to the Closing. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $281.9 million as of December 31, 2025, this would have amounted to approximately $10.36 per share (inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note and which amount takes into account CAEP’s estimate of the amount that may be withdrawn to pay applicable taxes). If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CST prior to the Meeting. See the section titled “Extraordinary General Meeting of CAEP Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash. In connection with the CAEP IPO, the Sponsor and CAEP’s executive officers and directors agreed to waive any redemption rights with respect to any CAEP Ordinary Shares held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CAEP’s executive officers and directors did not receive separate consideration for the waiver.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether or not you are a holder of Public Shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your Public Shares on the Business Combination Proposal (for or against) or any other Proposal. As a result, the Business Combination Agreement can be approved by Public Shareholders who will redeem their Public Shares, leaving Public Shareholders who choose not to redeem their Public Shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq or another national securities exchange.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on , 2026 (two (2) business days before the Meeting), tender your Public Shares physically or electronically and submit a request in writing that CAEP redeem your Public Shares for cash to CST, CAEP’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com

If you hold Public Shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DTC’s DWAC system.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CAEP’s consent, until the consummation of the Business Combination. If you delivered your Public Shares for redemption to CST and decide within the required timeframe not to exercise your redemption rights, you may request that CST return the shares (physically or electronically). You may make such request by contacting CST at the phone number or address listed under the question “Who can help answer my questions?” below.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that their Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which was approximately $281.9 million as of December 31, 2025, or approximately $10.36 per share (inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note and which amount takes into account CAEP’s estimate of the amount that may be withdrawn to pay applicable taxes), as of the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

If a holder of Public Shares properly makes a demand for redemption as described above, then, if the Business Combination is consummated, CAEP will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to Pubco Ordinary Shares upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to convert their Public Shares for the applicable pro rata share of the Trust Account. In such case, CAEP will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the consummation of another business combination or the liquidation of CAEP. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith.

Notwithstanding the foregoing, the CAEP Memorandum and Articles provides that a Public Shareholder, together with any Affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than 15% of the Public Shares in the aggregate, without the prior consent of CAEP.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The U.S. federal income tax consequences of a holder of Public Shares exercising redemption rights depends on the particular facts and circumstances. Because the Cayman Merger will occur after the redemption of U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights should not be subject to the potential tax consequences as a result of the Cayman Merger as described in “Certain Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences of the Cayman Merger and the Jersey Merger to U.S. Holders,” but will be subject to the potential tax consequences of CAEP being treated as a passive foreign investment company. Please see the section entitled “Certain Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Public Shares Redeemed for Cash.” If you are a U.S. Holder of Public Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: No appraisal or dissenters’ rights are available to CAEP Shareholders in connection with the ordinary resolution to approve the Business Combination Proposal. However, in respect of the special resolution to approve the Merger Proposal, under the Companies Act, shareholders have a right to dissent to a merger and if they so dissent, they are entitled to be paid the fair value of their shares, which if necessary, may ultimately be determined by the court. Therefore, holders of record of CAEP Class A Ordinary Shares (“CAEP Class A Record Holders”) have a right to dissent from the Cayman Merger. Please see the section titled “The Merger Proposal — Appraisal or Dissenters’ Rights” for additional information.

In addition, Public Shareholders are still entitled to exercise the rights of redemption as detailed in this proxy statement/prospectus and the redemption proceeds payable to Public Shareholders who exercise such redemption rights will represent the fair value of those shares. For a discussion about Public Shareholders’ redemption rights, please see “Extraordinary General Meeting of CAEP Shareholders — Redemption Rights.”

Q: What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be used to pay CAEP Shareholders who properly exercise their redemption rights. The remaining amount will be released to CAEP and used to:

Q: What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for Pubco Ordinary Shares may be less liquid than the market for Public Shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Pubco’s business will be reduced.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for Pubco Ordinary Shares may be less liquid than the market of CAEP Class A Ordinary Shares was prior to the Business Combination, and Pubco may not be able to meet the listing standards for a stock exchange.

Q: What happens if the Business Combination is not consummated?

A: If CAEP does not complete the Business Combination with AIR or another business combination by the end of the Combination Period, CAEP must: (i) redeem 100% of the issued and outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (which was approximately $281.9 million as of December 31, 2025, or approximately $10.36 per share (inclusive of $0.15 per redeemed Public Share to be funded pursuant to the Sponsor Note and which amount takes into account CAEP’s estimate of the amount that may be withdrawn to pay applicable taxes)) divided by the number of Public Shares then outstanding, (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. For more information about the liquidation process, see “Information Related to CAEP — Redemption Rights for Public Shareholders upon Completion of the Business Combination — Redemption of Public Shares and Liquidation if no Initial Business Combination.”

Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for , 2026. However, the Meeting could be postponed by the directors of CAEP in their absolute discretion pursuant to the CAEP Memorandum and Articles, or adjourned, as described above. In addition, the Business Combination Agreement may be terminated by the parties upon the occurrence of certain events. For a description of the conditions for the completion of the Business Combination, see the section entitled “Summary of the Proxy Statement/Prospectus — The Business Combination Agreement — Conditions to the Closing.”

Q: When and where is the Meeting?

A: The Meeting will be held on , 2026 at , Eastern Time, at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020 and virtually via live webcast on the Internet at . You will be able to attend, vote your shares and submit questions during the Meeting via a live audio webcast available at .

Q: Can I attend the Meeting in person?

A: Yes. CAEP Shareholders will be able to attend the Meeting in person at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, New York 10020 or virtually. You will not be required to attend the Meeting in person in order to vote, and CAEP encourages virtual participation.

Q: How can I attend the Meeting virtually?

A: CAEP is pleased to provide access to the Meeting virtually via the Internet through a live webcast and online shareholder tools. CAEP believes a virtual format facilitates shareholder attendance and participation by leveraging technology to allow CAEP to communicate more effectively and efficiently with its shareholders. This format empowers CAEP Shareholders around the world to participate at no cost. CAEP will use the virtual format to enhance shareholder access and participation and protect shareholder rights.

You or your proxyholder will be able to attend and vote at the Meeting by visiting and using a control number assigned by CST. To register and receive access to the Meeting, registered shareholders and beneficial owners (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the Meeting only and you will not be able to vote or submit questions during the Meeting.

Q: What do I need to do now?

A: CAEP urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a CAEP Shareholder. CAEP Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your Public Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you are a holder of record of CAEP Ordinary Shares on the Record Date, you may vote by submitting your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. In addition, you may be able to vote in person, over the Internet by visiting with the voter control number included on your proxy card or over the phone by dialing a toll-free number at in the United States and Canada or (toll rates apply) from outside the United States and Canada. The passcode for telephone access is . If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. However, broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the approval or rejection of any of the Proposals.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. CAEP Shareholders may (i) enter a new vote in person, by Internet or telephone, (ii) send a later dated, signed proxy card to CAEP’s secretary at the address set forth below so that it is received by CAEP prior to the vote at the Meeting or (iii) attend the Meeting in person or via live webcast and vote at such Meeting. CAEP Shareholders also may revoke their proxy by sending a notice of revocation to CAEP’s Secretary at 110 East 59th Street, New York, New York 10022, which notice must be received by CAEP prior to the vote at the Meeting.

Q: What will happen if I abstain from voting or fail to vote at the Meeting?

A: Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the approval or rejection of any of the Proposals.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by CAEP without an indication of how the CAEP Shareholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the CAEP Shareholders at the Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Meeting.

Q: If I am not going to attend the Meeting, should I return my proxy card instead?

A: Yes. Whether you plan to attend the Meeting or not, please read the enclosed proxy statement carefully and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: What happens if I fail to take any action with respect to the Meeting?

A: If you fail to take any action with respect to the Meeting and the Business Combination is approved by CAEP Shareholders and consummated, you will become a shareholder of Pubco. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder of CAEP.

Q: What should I do if I receive more than one set of voting materials?

A: CAEP Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Public Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than

one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Public Shares

Q: Who will solicit and pay the cost of soliciting proxies?

A: CAEP will pay the cost of soliciting proxies for the Meeting. CAEP has engaged Sodali & Co to assist in the solicitation of proxies for the Meeting. CAEP has agreed to pay a fee of $25,000, plus disbursements. CAEP will reimburse Sodali & Co for reasonable out-of-pocket expenses and will indemnify Sodali & Co and its Affiliates against certain claims, liabilities, losses, damages and expenses. CAEP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. CAEP’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Cantor Equity Partners III, Inc.

110 East 59th Street

New York, New York 10022

Email: Cantor EquityPartners@cantor.com

or

Sodali & Co

430 Park Avenue, 14th Floor

New York, NY 10022

Telephone: (800) 662-5200

Bank and Brokers can call at (203) 658-9400

Email: CAEP.info@investor.sodali.com

You may also obtain additional information about CAEP from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to CST at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: SPAC Redemption Team

Email: spacredemptions@continentalstock.com