Dubai-based owner of hookah brand Al Fakher Advanced Inhalation Rituals is planning a US listing on Nasdaq in 1H 2026 through a merger with a special purpose acquisition company (SPAC) backed by global investment bank and financial services firm Cantor Fitzgerald, according to a statement seen by Bloomberg. Shares in the merged entity will trade under the ticker AIIR once the merger is completed, pending shareholder and regulatory approvals.
What we know: The SPAC, Cantor Equity Partners III (CEP III), raised USD 276 mn when it went public in late June. The transaction does not involve new capital raising for AIR, though it would collect any of the SPAC’s funds in trust that investors opt not to redeem. The merger values the merged entity at USD 1.75 bn, which includes AIR’s projected net debt of USD 293 mn at the end of 2025.
Uh, Enterprise, what’s a SPAC? A special purpose acquisition company is a type of shell company used by investors to acquire firms. SPACs raise money from the public in an IPO and then use the proceeds to merge with or acquire an appropriate company.
What they said: “Having a Nasdaq listing gives us the capital foundation, it will raise our profile and gives us the financial flexibility to drive hard our growth plans,” AIR CEO Stuart Brazier, told Bloomberg. AIR said it aims to use the listing to grow in the US, where it markets flavored tobacco and related products through waterpipes.
REMEMBER- The company had been eyeing both Dubai and Abu Dhabi as potential listing venues for an IPO in 2024, through which Britain's Kingsway Capital, the majority owner of AIR, was looking to sell its stake in the company through a dual-track process, where a seller pursues a sale and an IPO at the same time.
Background: AIR was previously listed as Al-Eqbal Investment on the Amman Stock Exchange and was taken private by Kingsway in 2020 in a transaction valuing the company at more than USD 1.4 bn including debt. The shisha molasses manufacturer now operates in over 100 countries and claims a greater than 60% share of the US market. It operates eight production facilities across the UAE, the EU, and with third-party partners. Its flagship brand, Al Fakher, had 14 mn consumers worldwide as of 2024, Reuters reports.
Last year, AIR generated USD 150 mn in adjusted EBITDA on revenue of USD 375 mn, and grew its top line at a CAGR of 5% between 2020 and 2024.
Advisors: Barclays is advising AIR, while Cantor is advising the SPAC.
source：https://enterprise.news/uae/en/news/story/5576f49b-f893-4598-8a33-913e27b9b2ea/hookah-maker-advanced-inhalation-rituals-plans-us-nasdaq-listing-in-1h-2026
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