Hookah King AIR Targets Nasdaq in SPAC Merger

By Linda Coleman

DUBAI, United Arab Emirates – March 30, 2026

AIR Limited, the Dubai-based parent company of the world's largest hookah brand, Al Fakher, is taking a major step toward Wall Street. The company announced it has publicly filed a key registration document with U.S. regulators, advancing its plan to merge with a Cantor Fitzgerald-backed special purpose acquisition company (SPAC) and list on the Nasdaq exchange.

The filing of the Form F-4 with the Securities and Exchange Commission (SEC) solidifies the previously announced merger agreement with Cantor Equity Partners III, Inc. (CAEP). Upon completion, the combined entity, to be named AIR Global PLC, will trade under the ticker symbol "AIIR." This move signals a bold attempt to bring a niche, culturally-rooted business into the mainstream of American public markets, testing investor appetite for a product that sits at the crossroads of tradition, technology, and public health debates.

A Global Giant Seeks a Public Stage

Founded in 1999, AIR has built a dominant presence in the global inhalation market, operating in over 90 countries. Its portfolio is led by the ubiquitous Al Fakher brand, a name synonymous with shisha for millions worldwide. The company also owns Hookah.com, a major B2B e-commerce platform in North America, and OOKA, an innovative device that heats shisha without charcoal, which the company positions as a next-generation product.

The proposed merger, expected to close in the first half of 2026, is designed to provide AIR with the financial firepower and institutional credibility to accelerate its growth. The company has pointed to the rising popularity of hookah, particularly in the United States, as a key driver for its strategy.

"The filing of the F-4 is an important milestone as we take another step closer to becoming a public company," said Stuart Brazier, CEO of AIR, in a statement. "We look forward to the strong capital foundation, financial flexibility and institutional credibility we expect from becoming publicly listed in the U.S."

The company's financials underscore its growth narrative. For the fiscal year ending December 31, 2025, AIR reported revenues of $400 million, a 6% increase from the previous year's $377 million. Profitability saw a more dramatic jump, with net profit rising to $47 million in 2025 from $34 million in 2024. Adjusted EBITDA, a measure of operating performance, also grew 7% to $139 million.

Navigating the New SPAC Landscape

AIR's journey to the public market comes as the SPAC landscape has undergone a significant transformation. The speculative frenzy of 2020 and 2021 gave way to a period of retrenchment, but 2025 and 2026 have seen a "disciplined revival." Investors and sponsors, burned by the underperformance of many earlier deals, are now far more selective.

The current market is defined by a more rigorous approach, partly enforced by new SEC rules finalized in 2024. These regulations increase disclosure requirements and legal liabilities for all parties, aligning the SPAC process more closely with a traditional IPO. The rules demand greater transparency around sponsor compensation, potential conflicts of interest, and detailed information about the target company—in this case, AIR.

For a deal like the AIR-Cantor merger to proceed in this environment, it suggests that the sponsor, an affiliate of the global financial services firm Cantor Fitzgerald, has conducted extensive due diligence. The transaction is a test case for the matured SPAC model, where experienced sponsors identify companies with demonstrable revenue and a clear path to profitability, rather than purely speculative, pre-revenue ventures. The choice of AIR, a company with a 25-year history and substantial cash flow, fits the new paradigm of a more professional and regulated SPAC market.

The Dual Strategy: Tradition Meets Tech

At the heart of AIR's investment thesis is a delicate balancing act. The company is both a steward of the centuries-old hookah tradition through its Al Fakher brand and a self-proclaimed pioneer in "advanced inhalation technologies." This dual strategy is most evident in its promotion of OOKA, the charcoal-free shisha device.

AIR has stated that its science program, conducted with independent labs, aims to develop products that "minimize harm and maximize enjoyment." This "harm reduction" language is common among companies in the broader tobacco and nicotine space as they navigate increasing regulatory scrutiny and changing consumer health awareness. By going public in the U.S., AIR will inevitably invite closer examination of these claims from regulators, public health organizations, and investors.

The company's Form F-4 will contain extensive details on the risks associated with its business, including the complex and evolving regulatory framework for inhalation products in its key markets. Scrutiny from bodies like the U.S. Food and Drug Administration (FDA) is a significant factor for any company in this sector. AIR's ability to successfully market its products, especially newer technologies like OOKA, will depend heavily on its ability to navigate this challenging regulatory environment while substantiating its innovation and harm-reduction claims. This public listing places the company and its unique product portfolio directly under the bright lights of the American financial and regulatory system, a move that will test both its traditional business model and its futuristic ambitions.

The transaction is still subject to shareholder votes and other customary closing conditions, but the public filing marks the formal beginning of AIR's ambitious push to turn global shisha leadership into a publicly-traded American success story.