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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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AIR Global PLC (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingsway Fund Frontier Consumer Franchises | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,876,625.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingsway FCF Overflow SPC - Segregated Portfolio One | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,921,786.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingsway FCF Overflow SPC - Segregated Portfolio Two | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,567,069.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingsway FCF Overflow SPC - Segregated Portfolio Five | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,064,204.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingsway FCF Overflow SPC - Segregated Portfolio Six | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,974,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingsway Capital Partners Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
97,404,379.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
60.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Manuel Stotz | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
97,404,379.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
60.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AIR Global PLC | |
| (b) | Address of issuer's principal executive offices:
Festival Office Tower, Dubai Festival City, 7th Floor, Office No. 700, Dubai, United Arab Emirates | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Kingsway Fund Frontier Consumer Franchises
Kingsway FCF Overflow SPC - Segregated Portfolio One
Kingsway FCF Overflow SPC - Segregated Portfolio Two
Kingsway FCF Overflow SPC - Segregated Portfolio Five
Kingsway FCF Overflow SPC - Segregated Portfolio Six
Kingsway Capital Partners Limited
Manuel Stotz | |
| (b) | Address or principal business office or, if none, residence:
The business address of Kingsway Fund Frontier Consumer Franchises is 15 Avenue J.F. Kennedy, L-1855 Luxembourg.
The business address of Kingsway FCF Overflow SPC - Segregated Portfolio One, Kingsway FCF Overflow SPC - Segregated Portfolio Two, Kingsway FCF Overflow SPC - Segregated Portfolio Five, and Kingsway FCF Overflow SPC - Segregated Portfolio Six is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
The business address of Kingsway Capital Partners Limited and Manuel Stotz is 9th Floor Smithson Tower, 25 St James's Street, London, SW1A 1HA, United Kingdom. | |
| (c) | Citizenship:
Kingsway Fund Frontier Consumer Franchises is organized under the laws of Luxembourg. Kingsway FCF Overflow SPC - Segregated Portfolio One, Kingsway FCF Overflow SPC - Segregated Portfolio Two, Kingsway FCF Overflow SPC - Segregated Portfolio Five, and Kingsway FCF Overflow SPC - Segregated Portfolio Six are organized under the laws of the Cayman Islands. Kingsway Capital Partners Limited is organized under the laws of the United Kingdom. Mr. Stotz is a citizen of Germany. | |
| (d) | Title of class of securities:
Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of June 30, 2026, based upon 160,386,602 shares of Ordinary Shares outstanding as of May 15, 2026, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 21, 2026.
The Reporting Persons beneficially own (i) 46,876,625 Ordinary Shares held by Kingsway Fund Frontier Consumer Franchises, (ii) 30,921,786 Ordinary Shares held by Kingsway FCF Overflow SPC - Segregated Portfolio One, (iii) 2,567,069 Ordinary Shares held by Kingsway FCF Overflow SPC - Segregated Portfolio Two, (iv) 6,064,204 Ordinary Shares held by Kingsway FCF Overflow SPC - Segregated Portfolio Five, and (v) 10,974,695 Ordinary Shares held by Kingsway FCF Overflow SPC - Segregated Portfolio Six (collectively, the "Kingsway Entities"). Such Ordinary Shares include 4,638,302 earnout shares that are subject to redesignation, redemption or cancellation if certain vesting conditions are not met prior to the end of the five-year period following May 15, 2026. Kingsway Capital Partners Limited acts as the investment manager of each of the Kingsway Entities. Manuel Stotz, as Chief Executive Officer and control person of Kingsway Capital Partners Limited, has voting and investment control of the shares held by each of the Kingsway Entities. As such, Kingsway Capital Partners Limited and Mr. Stotz may be deemed to be the beneficial owners of such shares held by the Kingsway Entities. | |
| (b) | Percent of class:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| (ii) Shared power to vote or to direct the vote:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement
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