Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. AIR Global PLC is the public operating company that resulted from the business combination of AIR Limited with a special purpose acquisition company, which completed in May 2026, and is accordingly not a “blank check company” for purposes of these safe harbor provisions.
Any express or implied statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements, including, without limitation, statements regarding: our FY2026 and FY2027 outlook and medium-term guidance; future results of operations, financial position, shipment volumes, costs and leverage; our capital allocation framework, including dividends, share repurchases and equity free cash flow; our manufacturing footprint, including the planned opening of our Romania factory; potential impairments; the Greentank investment; PMTA applications and the anticipated U.S. launch of Crown Switch and other New Growth Categories products; share count and Earnout Shares; and our business strategy and management’s plans and objectives. Forward-looking statements may include words such as “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate,” “forecast,” “project,” “target,” “outlook,” “guidance,” “aim,” “potential,” “may,” “could,” “would,” “should,” “will,” “continue,” “on track” and similar expressions.
Any future dividends and share repurchases remain subject to Board approval, available distributable reserves, any required shareholder authority, financial performance, market conditions and applicable legal requirements, and there can be no assurance that they will be made in the amounts or on the timeline described, or at all.
Forward-looking statements are neither promises nor guarantees and involve known and unknown risks and uncertainties that could cause actual results to differ materially, including: supply-chain disruption and higher logistics and raw-material costs, shipment disruptions; dependence on distributors and suppliers; competition and cannibalization; FDA review and authorization of our PMTA applications on the timelines we expect, or at all, and other regulatory change and enforcement; scientific-study outcomes; product development and commercialization; excise taxes and illicit trade; consumer preferences; our indebtedness and our ability to generate sufficient cash flow to reduce leverage and fund dividends and share repurchases; potential asset impairments; dilution; foreign exchange, tariffs, trade policy and general economic conditions; realization of the anticipated benefits of the Greentank investment; tax, legal and accounting developments; our internal control over financial reporting, including previously identified material weaknesses; and the other important factors discussed under the caption “Risk Factors” in our Registration Statement on Form F-1, as amended, filed with the U.S. Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our other filings with the SEC, including our Reports on Form 6-K. Any forward-looking statement speaks only as of the date made, and undue reliance should not be placed on such statements. AIR disclaims any obligation to update or revise forward-looking statements except as required by applicable law.
Use of Non-IFRS Financial Measures
This press release includes EBITDA, Adjusted EBITDA, Net Debt and Net Debt to Adjusted EBITDA, each of which is not presented in accordance with IFRS and may differ from similarly titled measures used by other companies.
AIR defines EBITDA as earnings for the period before interest, taxation, depreciation and amortization. The most directly comparable IFRS measure is profit/(loss) for the period. EBITDA is an intermediate step in AIR’s calculation of Adjusted EBITDA.
AIR defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude items such as non-recurring expenses, share-based compensation and other non-operating expenses. AIR believes Adjusted EBITDA assists investors and management in evaluating operating performance consistently, but it should not be considered in isolation or as a substitute for IFRS results.