{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-056192","form_type":"8-K","ticker":"CAEP","cik":"0002034268","company_name":"Cantor Equity Partners III, Inc.","filed_at":"2026-05-14T10:11:36+00:00","discovered_at":"2026-05-14T10:15:00.333659+00:00","generated_at":"2026-05-14T10:15:44.623902+00:00","sec_items":["5.07"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Cantor Equity Partners III shareholders approve merger with AIR; 22.4M shares redeemed","bullets":["All proposals approved: Business Combination, Merger, Organizational Docs (A-G), and Nasdaq issuance. Votes: ~20.8M for, ~2.2M against.","22,373,640 Class A shares redeemed for ~$233.8M (~$10.45/share inclusive of sponsor contribution). Remaining public shares: 5,226,360.","Adjournment proposal not presented as sufficient votes were already obtained.","Company expects the business combination with AIR to close promptly after satisfaction of conditions."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-056192","json":"https://secwatch.observer/filing/0001213900-26-056192.json","markdown":"https://secwatch.observer/filing/0001213900-26-056192.md","text":"https://secwatch.observer/filing/0001213900-26-056192.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/ea0290627-8k_cantor3.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T10:15:44.623902+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"273b47c3dceb939c3798cdb62b964a53cf8f4929","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal 2 - The Merger Proposal – to approve and authorize, by special resolution, (a) the Cayman Merger and the plan of merger for the Cayman Merger to be entered into by Cayman Merger Sub and CAEP (the “Cayman Plan of Merger”), (b) the amendment and restatement of CAEP’s amended and restated memo at the 2026-05-12 meeting.","evidence_excerpt":"Proposal 2 - The Merger Proposal – to approve and authorize, by special resolution, (a) the Cayman Merger and the plan of merger for the Cayman Merger to be entered into by Cayman Merger Sub and CAEP (the “Cayman Plan of Merger”), (b) the amendment and restatement of CAEP’s amended and restated memorandum and articles of association (the “CAEP Memorandum and Articles”) by the deletion in their entirety and the substitution in their place of the form of the memorandum and articles of association of Cayman Merger Sub as in effect immediately prior to the Cayman Effective Time and (c) the amendment of the authorized share capital of CAEP from $55,500 divided into 500,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of $0.0001 each and 5,000,000 preference shares of a par value of $0.0001 each to $55,500 divided into 555,000,000 shares of a nominal or par value of $0.0001 each. For Against Abstain 20,758,868 2,206,105 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"36c5735224e417656b971280dd3a508cc0212c3b","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal F : the A&R Pubco Articles will provide that Pubco must give written notice to shareholders entitled to attend and vote at a meeting at least fourteen (14) days prior to the general meeting of the holders of Pubco Ordinary Shares, stating the date and time at which the meeting is to be held at the 2026-05-12 meeting.","evidence_excerpt":"Proposal F : the A&R Pubco Articles will provide that Pubco must give written notice to shareholders entitled to attend and vote at a meeting at least fourteen (14) days prior to the general meeting of the holders of Pubco Ordinary Shares, stating the date and time at which the meeting is to be held and the business to be conducted at such meeting. For Against Abstain 20,702,313 2,262,660 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"38ca8a8188a3fc5fb5d146cba37ac36382ab6556","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal D : the A&R Pubco Articles will provide that general meetings of shareholders of Pubco may be called by the Pubco Board whenever in their judgment such a meeting is necessary or by shareholders who hold not less than ten percent (10%) of the total voting rights of all holders of Pubco Ordin at the 2026-05-12 meeting.","evidence_excerpt":"Proposal D : the A&R Pubco Articles will provide that general meetings of shareholders of Pubco may be called by the Pubco Board whenever in their judgment such a meeting is necessary or by shareholders who hold not less than ten percent (10%) of the total voting rights of all holders of Pubco Ordinary Shares entitled to vote at an election of the directors of the Pubco Board. For Against Abstain 20,702,313 2,262,660 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"42a56b6c89668eb65b1d872ef5a05845d3f10f51","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal G : the A&R Pubco Articles will not include an exclusive forum provision. at the 2026-05-12 meeting.","evidence_excerpt":"Proposal G : the A&R Pubco Articles will not include an exclusive forum provision. For Against Abstain 20,692,276 2,272,697 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"523d100b6a2a256bc7ad220312633fe3e63923a8","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal E : the A&R Pubco Articles will provide that a quorum of the Pubco Board may be fixed by the directors, and unless so fixed shall be two (2) directors. at the 2026-05-12 meeting.","evidence_excerpt":"Proposal E : the A&R Pubco Articles will provide that a quorum of the Pubco Board may be fixed by the directors, and unless so fixed shall be two (2) directors. For Against Abstain 20,702,313 2,262,660 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"6ec6a16fe95cfb7aa17c5f526ed49837e55c4f1b","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal C : the A&R Pubco Articles will provide that the Pubco Board may be elected by a simple majority of the votes cast by holders of Pubco Ordinary Shares. at the 2026-05-12 meeting.","evidence_excerpt":"Proposal C : the A&R Pubco Articles will provide that the Pubco Board may be elected by a simple majority of the votes cast by holders of Pubco Ordinary Shares. For Against Abstain 20,702,313 2,262,660 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"8a8ae867e35370e28f6a3e66541a53a9d9b56cdb","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal A : to change the size and composition of the board of directors of Pubco (the “Pubco Board”) to initially consist of eight (8) directors and that the Pubco Board may increase or reduce the number of directors constituting the Pubco Board. at the 2026-05-12 meeting.","evidence_excerpt":"Proposal A : to change the size and composition of the board of directors of Pubco (the “Pubco Board”) to initially consist of eight (8) directors and that the Pubco Board may increase or reduce the number of directors constituting the Pubco Board. For Against Abstain 20,702,313 2,262,660 11,742","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"bbe9e43a6d82a7d93d3e4f835d79f58765aed7ab","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal 1 - The Business Combination Proposal — to approve and adopt, by ordinary resolution, the Business Combination Agreement at the 2026-05-12 meeting.","evidence_excerpt":"Proposal 1 - The Business Combination Proposal — to approve and adopt, by ordinary resolution, the Business Combination Agreement (as amended, restated or otherwise modified from time to time, the “Business Combination Agreement”), dated as of November 7, 2025, by and among CAEP, AIR Limited, a private limited company incorporated under the laws of Jersey (“AIR”), AIR Holdings Limited, a private limited company incorporated under the laws of Jersey (“Pubco”), Genesis Cayman Merger Sub Limited, a Cayman Islands exempted company (“Cayman Merger Sub”), and Genesis Jersey Merger Sub Limited, a private limited company incorporated under the laws of Jersey (“Jersey Merger Sub”), pursuant to which (a) Cayman Merger Sub will merge with and into CAEP, with CAEP continuing as the surviving entity, and as a result of which CAEP Shareholders will receive one ordinary share of Pubco (a “Pubco Ordinary Share”) for each CAEP Class A ordinary share, par value $0.0001 per share (a “CAEP Class A Ordinar","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"},{"claim_id":"e47791c054671be6a45e0d40c524f991ba43ac27","claim":"Cantor Equity Partners III, Inc. shareholders approved Proposal B : the A&R Pubco Articles will provide that the Pubco Board is divided into three classes, Class I, Class II and Class III, with each class consisting of, as nearly as possible, one-third of the total number of directors, and that the terms of the initial Class I, Class II and Class III di at the 2026-05-12 meeting.","evidence_excerpt":"Proposal B : the A&R Pubco Articles will provide that the Pubco Board is divided into three classes, Class I, Class II and Class III, with each class consisting of, as nearly as possible, one-third of the total number of directors, and that the terms of the initial Class I, Class II and Class III directors will expire at the first, second and third annual meeting of the Pubco shareholders, respectively. For Against Abstain 19,703,192 3,236,688 36,835","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/2034268/000121390026056192/0001213900-26-056192-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-05-12"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}