Filed Pursuant to Rule 424(b)(3)

Registration No. 333-298609

PROSPECTUS

AIR Global PLC

154,623,867 Ordinary Shares

This prospectus relates to the offer and sale, from time to time, by the selling shareholders named herein or their pledgees, donees, transferees, or other successors in interest (collectively, the “Selling Shareholders”), of up to 154,623,867 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of AIR Global PLC (together with its subsidiaries, “AIR Global,” the “Company,” “we,” “us” or “our”) issued to the Selling Shareholders, as described below.

On May 15, 2026, we consummated the transactions (the “Transactions”) contemplated by that certain Business Combination Agreement, dated as of November 7, 2025 (as amended, the “Business Combination Agreement”), by and among Cantor Equity Partners III, Inc. (“CAEP”), AIR Limited, AIR Global, Genesis Cayman Merger Sub Limited (“Cayman Merger Sub”) and Genesis Jersey Merger Sub Limited (“Jersey Merger Sub”). As contemplated by the Business Combination Agreement, (i) Cayman Merger Sub merged with and into CAEP, with CAEP surviving the merger as a wholly owned subsidiary of AIR Global (the “Cayman Merger”), and (ii) Jersey Merger Sub merged with and into AIR Limited, with AIR Limited surviving the merger as a wholly owned subsidiary of AIR Global (the “Jersey Merger” and, together with the Cayman Merger, the “Business Combination”).

The securities covered by this prospectus include (i) 149,599,712 Ordinary Shares issued to former shareholders of AIR Limited (the “AIR Shareholders”) in connection with the Business Combination, including 7,123,774 Ordinary Shares issued to AIR Shareholders that are subject to the AIR Earnout Conditions (as defined below) (the “AIR Earnout Shares”), (ii) 4,182,009 Ordinary Shares issued to the Sponsor in connection with the Cayman Merger, including 1,500,000 Ordinary Shares that are subject to the Sponsor Earnout Conditions (as defined below) (the “Sponsor Earnout Shares”), and (iii) 842,146 Ordinary Shares issued or issuable under certain Assumed Conditional Awards (the “AIR Equity Award Shares”).

This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or similar transactions. Certain securities covered by this prospectus are being registered for resale pursuant to registration rights that we have granted to certain of our shareholders in connection with the Transactions.

The Selling Shareholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. These securities are being registered to permit the Selling Shareholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Shareholders may sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

We will not receive any proceeds from the sale of any securities by the Selling Shareholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”

Our Ordinary Shares are listed on The Nasdaq Stock Market LLC under the symbol “AIIR.” On September 3, 2026, the last reported sale price of our Ordinary Shares as reported on Nasdaq was $7.12 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company,” a “foreign private issuer” and a “controlled company” each as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company, a Foreign Private Issuer and a Controlled Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated September 4, 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. By using a shelf registration statement, the Selling Shareholders may sell up to 154,623,867 Ordinary Shares from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale by such Selling Shareholders of the securities offered by them.

This prospectus includes important information about us and the Ordinary Shares being offered by the Selling Shareholders and other information you should know before investing. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

Neither we nor the Selling Shareholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Shareholders take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Shareholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains, and any post‑effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post‑effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post‑effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

We have used, registered, and/or applied to register certain trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our name and logos are our trademarks or service marks. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but we will assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

Except as otherwise set forth in this prospectus, neither we nor the Selling Shareholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

This prospectus is a combined prospectus pursuant to Rule 429 under the Securities Act which relates to the offer and sale, from time to time, by the Selling Shareholders named herein of up to 154,623,867 Ordinary Shares, 2,621,578 of which are currently registered and remain unsold under the Company’s registration statement on Form F-4 (File No. 333-294714), first filed with the SEC on March 27, 2026, as subsequently amended (the “F-4 Registration Statement”) and which was declared effective by the SEC on April 22, 2026. Pursuant to Rule 429 under the Securities Act, this registration statement, which is a new registration statement, also constitutes post-effective amendment no. 1 to the F-4 Registration Statement. Such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.

As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Registrant,” and “AIR Global” refer to AIR Global PLC and its subsidiaries. References to “AIR” refer to AIR Limited and references to “CAEP” refer to Cantor Equity Partners III, Inc. prior to the consummation of the Business Combination, respectively.

FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus or the context otherwise requires:

“2025 Market Assessment Report” means the report prepared by Arthur D. Little entitled “Market Assessment Report – AIR,” concerning our target sectors and Focus Markets.

“A&R Articles” means the Amended and Restated Memorandum and Articles of Association of AIR Global.

“A&R Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement, dated May 15, 2026, by and among AIR Global, CAEP, the Sponsor and certain AIR Limited Shareholders.

“Affiliate” means, with respect to any specified person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“AIR” means AIR Limited, a private limited company organized under the laws of Jersey, and its subsidiaries, a producer of branded flavored molasses; upon the consummation of the Business Combination AIR Limited became a wholly owned subsidiary of AIR Global.

“AIR Earnout Conditions” means the earlier occurrence of one of the following early release events pursuant to which the AIR Earnout Shares will vest and no longer be subject to redesignation, redemption and cancellation prior to the end of the Earnout Period: (i) the closing price of the Ordinary Shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (ii) upon the occurrence of certain early release events, including an AIR Global merger, consolidation or reorganization after the Closing in which the Ordinary Shares are converted or exchanged for the right to receive cash or registered publicly listed securities equal to or exceeding $12.50 per Ordinary Share.

“AIR Global Earnout RSUs” means restricted stock unit awards to be granted under the Incentive Plan to holders of AIR equity awards that were vested prior to or vested in connection with the consummation of the Business Combination (or will vest in connection with the expiration of the six-month lock-up period), who remain employed by AIR Global or one of its subsidiaries, subject to vesting requirements consistent with the AIR Earnout Conditions as well as the holder’s continued employment.

“AIR Earnout Shares” means the Ordinary Shares issued at the Jersey Closing to the AIR Shareholders, which are subject to restrictions and will be subject to forfeiture until AIR Global satisfies the AIR Earnout Conditions.

“AIR Ordinary Shares” means AIR Limited’s ordinary shares, par value $19.7456 per share.

“AIR Shareholders” means the former shareholders of AIR Limited prior to the consummation of the Business Combination.

“Assumed Conditional Awards” means the AIR equity awards, consisting of restricted share unit awards or any other conditional rights to receive AIR Ordinary Shares subject to time-based, performance, or other vesting restrictions, that were outstanding immediately prior to the Jersey Closing and were assumed by AIR Global and converted into conditional awards denominated in Ordinary Shares.

“Board” means the board of directors of AIR Global.

“Business Combination” or “Transactions” means, collectively, the Cayman Merger, the Jersey Merger and the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 7, 2025, as amended, by and among CAEP, AIR Global, AIR Limited, Cayman Merger Sub and Jersey Merger Sub.

“CAEP” means Cantor Equity Partners III, Inc., a Cayman Islands exempted company; upon consummation of the Business Combination, CAEP became a wholly-owned subsidiary of AIR Global.

“CAEP Class A Ordinary Shares” means class A ordinary shares, par value $0.0001 per share, of CAEP.

“CAEP Class B Ordinary Shares” means class B ordinary shares, par value $0.0001 per share, of CAEP.

“CAEP IPO” means the initial public offering of CAEP Class A Ordinary Shares, consummated on June 27, 2025.

“CAGR” means the compound annual growth rate, calculated as the constant annual rate at which a figure, such as revenue, would have grown from the beginning to the end of a specified period, assuming the value compounds annually over that period.

“Cayman Effective Time” means the time the Cayman Merger became effective under the Companies Act upon registration of the Cayman Plan of Merger by the Cayman Registrar.

“Cayman Closing” means the closing of the Cayman Merger.

“Cayman Closing Date” means May 15, 2026, the date of the Cayman Closing.

“Cayman Merger” means the merger of Cayman Merger Sub with and into CAEP, with CAEP surviving such merger as a wholly owned subsidiary of AIR Global.

“Cayman Merger Sub” means Genesis Cayman Merger Sub Limited, a Cayman Islands exempted company and a wholly owned subsidiary of AIR Global.

“Cantor” means Cantor Fitzgerald, L.P., a Delaware limited partnership, an affiliate of the Sponsor and, prior to the Closing, CAEP.

“Closing” means the closing of the Business Combination.

“Closing Date” means May 15, 2026, the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“FSM Business” or “Flavored Shisha Molasses Business” means, collectively, the FSM – Americas, FSM – Europe and FSM – MEAA business segments of AIR (formerly known as Core Business and Core – Americas, Core – Europe and Core – MEAA, respectively, prior to June 2026).

“Company ESP” means the AIR Limited Employee Share Plan 2021 and any schedules thereto, in each case, as amended.

“Company MIP” means the AIR Limited Management Incentive Plan adopted May 2024, as amended on April 10, 2025 and on September 29, 2025, and any schedules thereto, in each case, as further amended from time to time.

“Company Top Up Awards” means restricted share unit awards to be granted under the Incentive Plan to certain AIR Global employees in connection with the Business Combination (other than the Retention Awards) as specifically contemplated by the Business Combination Agreement.

“Earnout Period” means the period commencing on the Closing Date and ending on the five year anniversary of the Closing Date.

“EU” means the European Union.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FDA” means the U.S. Food and Drug Administration.

“Focus Markets” means AIR’s priority markets comprising the United States, KSA, Germany and Spain.

“GCC” means the Gulf Cooperation Council.

“HoReCa” means the hospitality and food service sector including hotels, restaurants and cafés.

“IASB” refers to the International Accounting Standards Board.

“IFRS” refers to IFRS Accounting Standards as issued by the IASB.

“Incentive Plan” means the AIR Global 2026 Incentive Award Plan.

“IRS” means the U.S. Internal Revenue Service.

“Jersey Closing” means the closing of the Jersey Merger, which occurred on May 15, 2026.

“Jersey Effective Time” means the time the Jersey Merger became effective under the Jersey Companies Law upon registration of the Jersey Merger by the Jersey Registrar of Companies.

“Jersey Merger” means the merger of Jersey Merger Sub with and into AIR Limited, with AIR Limited surviving such merger as a wholly owned subsidiary of AIR Global.

“Jersey Merger Sub” means Genesis Jersey Merger Sub Limited, a private limited company incorporated under the laws of Jersey and a wholly owned subsidiary of AIR Global.

“Jersey Companies Law” means the Companies (Jersey) Law 1991, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Kingsway” means Kingsway Capital Partners Limited, on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by it or its affiliates.

“Kingsway Holders” means, collectively, those AIR Shareholders that are funds managed and controlled by Kingsway.

“KSA” means the Kingdom of Saudi Arabia.

“Liabilities” means any and all liabilities, indebtedness, actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under IFRS or other applicable accounting standards), including tax liabilities due or to become due.

“MEAA” means the Middle East, Africa and Asia.

“Mergers” means the Cayman Merger and the Jersey Merger.

“Nasdaq” means the Nasdaq Stock Market LLC.

“NGCs” means the New Growth Categories business segment of AIR.

“OOKA” means the Company’s proprietary charcoal-free, electrically heated hookah device.

“Ordinary Shares” means the AIR Global ordinary shares, par value US$0.0001 per share.

“PFIC” means passive foreign investment company.

“Retention Awards” means restricted share unit awards to be granted under the Incentive Plan to certain AIR Global employees in connection with the Business Combination (other than the Company Top Up Awards), which vest and settle substantially consistent with the terms set forth in the Company MIP.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Support Agreement” means the Shareholder Support Agreement, dated November 7, 2025, by and among AIR Global, CAEP, AIR Limited and the AIR Shareholders party thereto.

“SPAC” means a special purpose acquisition company.

“Sponsor” means Cantor EP Holdings III, LLC, a Delaware limited liability company and a wholly owned subsidiary of Cantor.

“Sponsor Earnout Conditions” means the following release events pursuant to which the Sponsor Earnout Shares will vest and no longer be subject to redesignation, redemption and cancellation prior to the end of the Earnout Period: (i) 750,000 of the Sponsor Earnout Shares will be released and no longer be subject to redesignation, redemption and cancellation if the closing price of the Ordinary Shares is at or above $12.50 for 20 trading days over a consecutive 30-day period during the Earnout Period, (ii) the remaining 750,000 of the Sponsor Earnout Shares will be released and no longer be subject to redesignation, redemption and cancellation if the closing price of the Ordinary Shares is at or above $15.00 for 20 trading days over a consecutive 30-day period during the Earnout Period, and (iii) upon the occurrence of certain early release events, including an AIR Global sale, change of control, going private transaction or delisting after the Closing, any then unvested Earnout Shares will immediately vest and no longer be subject to redesignation, redemption and cancellation.

“Sponsor Earnout Shares” means 1,500,000 Ordinary Shares issued at the Cayman Closing to the Sponsor, which are subject to restrictions and subject to forfeiture until satisfaction of the Sponsor Earnout Conditions.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated November 7, 2025, by and among AIR Global, CAEP and the Sponsor.

“UAE” means the United Arab Emirates.

“VANT” means the Company’s proprietary advanced inhalation system enabling the inhalation of functional ingredients such as caffeine, valerian root and passionflower.

Each of AIR Global PLC’s and AIR Limited’s financial statements included in this prospectus have been prepared in accordance with IFRS Accounting Standards as issued by the IASB (“IFRS”).

This prospectus includes certain references to financial measures that were not prepared in accordance with IFRS, including Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for either AIR Global PLC’s or AIR Limited’s consolidated financial results prepared in accordance with IFRS. For definitions of Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion and reconciliations to the most directly comparable IFRS measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

TRADEMARKS AND TRADE NAMES

This prospectus includes trademarks, service marks, logos and trade names owned by us or our subsidiaries, including AIR Limited. Solely for convenience, some of the trademarks, logos and trade names referred to in this prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks and trade names. This prospectus contains additional trademarks and trade names of others. All trademarks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend for our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other company.

This prospectus contains estimates, projections and other information concerning our industry, including market size and growth of the market in which we participate, that are based on industry publications and reports and forecasts prepared by management. We believe it is important to maintain as broad and independent a perspective on developments in our industry as possible. To that end, we retained third‑party consultants to prepare general industry and market studies, including a report prepared by Arthur D. Little entitled “Market Assessment Report – AIR,” concerning our target sectors and Focus Markets (the “2025 Market Assessment Report”). Certain information from this report is included in this prospectus in reliance on Arthur D. Little’s authority as market advisors in such matters. See “Experts.”

The scope of Arthur D. Little’s work included an assessment, on a best efforts basis, of the structure, macroeconomic factors, market size and growth estimates and high-level competitive and regulatory landscape of the relevant market in our Focus Markets. In connection with the preparation of this report, AIR Limited furnished Arthur D. Little with certain historical information regarding its business and operations, previously commissioned surveys and trade reports, publicly available information as well as management inputs concerning the market and competitive environment. Arthur D. Little conducted independent research in preparing its analysis, including a review of third‑party market reports, association and trade publications, regulatory and policy materials, and other secondary and limited primary sources it considered appropriate. We use the data and insights contained in the 2025 Market Assessment Report to assist in describing the nature of our industry, the market opportunity and our position within it.

Given the evolving nature of the flavored shisha and social inhalation industry, and the fragmented and developing data collection practices across markets and channels, we believe it is difficult for any market participant and industry analysts or experts, including us and Arthur D. Little, to present precise measurements of market size, penetration or share. Nevertheless, we believe the industry and market data presented in this prospectus represent reasonable estimates and reflect our and Arthur D. Little’s good faith judgment as to the market and our position within it. Industry publications and forecasts that we or Arthur D. Little may have relied upon generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts, market opportunity estimates, total addressable market analyses and other forward‑looking information derived from these sources are subject to the same qualifications and uncertainties as other forward‑looking statements in this prospectus. Actual outcomes may differ materially from the estimates and projections presented herein.

We also supplement this analysis with other third‑party industry sources and publicly available data where appropriate. Unless otherwise indicated, references to third‑party industry data in this prospectus are to such sources. In some cases, we do not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports.

This prospectus includes or may include “forward-looking statements” within the meaning of the federal securities laws. This prospectus includes statements that express our and our management team’s opinions, expectations, beliefs, plans, objectives, assumptions, guidance or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the benefits and synergies of the Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

The forward-looking statements contained in this prospectus are based on our and our management team’s current expectations and beliefs concerning future developments. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond

our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. None of us or our Affiliates, directors, officers, advisors or other representatives has made or makes any representation to any shareholder or any other person regarding ultimate performance compared to the information contained in the estimates or prospective financial information, or that financial and operating results will be achieved.

You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward‑looking statements by these cautionary statements.

Jersey Regulatory Matters

The Jersey Financial Services Commissions has given, and not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Ordinary Shares. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against any liability arising from the discharge of its functions under that law.

A copy of this prospectus has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002 and the Jersey Registrar of Companies has given, and has not withdrawn, consent to its circulation.

It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the JFSC takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The price of securities and the income from them can go down as well as up.

The directors of the Company have taken all reasonable care to ensure that the facts stated in this prospectus are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in this prospectus, whether of facts or opinion. All the directors of the Company accept responsibility accordingly.

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our Ordinary Shares. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Ordinary Shares could decline and you could lose all or part of your investment. This prospectus also contains forward‑looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward‑Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward‑looking statements as a result of certain factors, including those set forth below.

Risks Related to Our Business and Industry

Customer preferences are constantly evolving, and we may fail to develop new products that meet these changing preferences or fail to anticipate shifts in demand.

Our success depends on our ability to anticipate and respond to changes in customer preferences. The factors influencing consumer preferences are numerous and complex, ranging from demographic shifts and changing lifestyles to increased health consciousness and the influence of global trends. We must identify and meet shifting consumer trends in shisha and the broader inhalation sector, including changes in flavors, ingredients and methods of consumption. For example, there is a growing demand for products perceived as healthier or more natural, as well as for innovative delivery systems and unique flavor profiles. Customers of our flavored molasses products and our inhalation devices, including Crown Switch, OOKA and VANT, may be drawn to alternative inhalation or new emerging technologies that may be perceived as more convenient, modern or socially acceptable.

Rapid shifts in customer preferences may require us to quickly adapt our product mix, designs and manufacturing schedules. This can present significant operational challenges, such as adjusting production lines, sourcing new ingredients or developing new packaging, and may require substantial time and investment. If we are unable to adjust production, supply chains or inventories in a timely or cost-effective manner, we could experience stock-outs, excess or obsolete inventory, operational inefficiencies or increased costs. Managing inventory levels becomes particularly complex when demand is volatile or unpredictable, increasing the risk of shortages and overstock.

Local economic conditions may drive consumers to “down-trade” to lower-priced brands, especially during periods of economic uncertainty or reduced consumer spending power. Regulations that limit branding, communications, flavors or product differentiation may reinforce these trends by making it more difficult to distinguish our products in the marketplace or to communicate our products’ unique attributes to consumers. We may shift toward lower-priced or lower-margin products in response to such changes in demand. Conversely, some consumers may favor higher-priced local or niche brands that are able to respond more quickly to local customer preferences, leveraging their agility and closer connection to specific communities or cultural trends.

Our efforts to improve our products’ competitiveness may require substantial investment in product innovation, pricing, and marketing, all of which carry execution and financial risks. We may allocate significant resources to research and development and related marketing that fail to achieve commercial acceptance or adequate returns. Product development and launches are inherently uncertain, as consumer preferences may not align with our innovations, and our marketing efforts may not generate sufficient demand.

In the long term, failure to keep pace with evolving consumer preferences could undermine our competitive position and limit our ability to achieve sustainable growth. Any of these factors could reduce our sales volumes, market share in the markets in which we operate, margins and cash flows and could have a material adverse effect on our business, financial condition and results of operations.

Our future success relies on widespread uptake of shisha consumption and the market adoption of our innovative inhalation devices, which can be influenced by factors beyond our control.

Our business operations and future growth prospects depend in large part on the continuing adoption and popularity of shisha consumption, leading to increased consumer demand, which can be influenced by various factors beyond our control, including social trends, economic conditions and regulatory environments. A decline in the popularity of shisha products, whether due to cultural shifts, health concerns or competing alternative leisure activities, could adversely affect our sales and market position. Additionally, the failure of our key products to gain traction in the market or ineffective or non-compliant influencer partnerships could impede our growth objectives. Social media platforms and third-party influencers play a significant role in shaping perception of shisha consumption and demand for our products, and we engage in collaborations with third-party brands and celebrities to enhance our market presence. However, these channels are volatile and subject to changing algorithms and policies, including restrictions on tobacco-related content, which may expose us to reputational, compliance, and contractual risks. Additionally, social media trends evolve rapidly and unpredictably, with new trends constantly emerging, making it challenging to maintain consistent

engagement. As we leverage these platforms to market our products, including through sponsorships with influencers, there is a risk that such efforts may not gain the desired market traction or could inadvertently harm our brand reputation.

In addition, our flavored molasses offerings are generally positioned as premium products, with pricing reflecting such products’ premium quality and consumer experience. The total cost of shisha consumption—both for home use and in lounge environments, including equipment, accessories and consumables—may be relatively high in certain jurisdictions compared to other recreational options, such as dining or alcohol consumption. This higher cost may limit our potential customer base, particularly in price-sensitive or economically challenged markets. Our efforts to maintain and improve the competitiveness of our products to a more mass-market audience may also require significant investment in product innovation, pricing strategies and marketing campaigns, all of which carry execution and financial risks. While we aim to develop more affordable options of flavored molasses to appeal to a broader demographic, such efforts could dilute our brand’s premium positioning or lead to reduced margins. Additionally, the adoption of shisha may be constrained by external factors, such as rising inflation, increased costs of raw materials, supply chain disruptions, trade sanctions, tariffs and evolving consumer spending patterns, particularly in discretionary categories. If demand declines in the markets in which we operate, our financial condition, operational results and ability to execute our growth strategy could be materially and adversely affected.

In addition to our core offerings of flavored molasses products, the future success of our business also relies on the successful introduction and acceptance of new products in our portfolio, such as our inhalation devices, including Crown Switch, OOKA, VANT and our vapes, as well as our nicotine pouches, including Crown Gems and Al Fakher branded pouches. As these products are still in the early stages of market adoption, their success hinges on consumer acceptance of such new concepts or formats of social inhalation, which is influenced by factors such as cultural trends, economic conditions and individual preferences. As our inhalation devices are generally positioned as premium products, their higher costs may also pose barriers to widespread adoption. We have made, and expect to continue to make, significant investments in product innovation, such as in OOKA, utilize pricing strategies and employ marketing campaigns for these inhalation devices and other new products. These actions may be unsuccessful and could materially and adversely affect our business, financial condition, and operational results.

Our brands are key assets of our business, and adverse changes in brand reputation could have a material adverse effect on our business.

Our revenue and profitability depend heavily on the strength, perception and differentiation of our brands. Our most important brand is our flagship Al Fakher brand, under which we sell the vast majority of our flavored molasses products. In addition, we have introduced alternative brands for flavored molasses products, such as NameLess and Al Aseel, Shisha Kartel, Zødiac, as well as a number of brands for inhalation devices, including Crown Switch vapes, OOKA and VANT, and nicotine pouches, including Crown Gems pouches and Al Fakher branded pouches. Accordingly, brand reputation is important for sustaining and growing our revenue and profitability, which are shaped by various factors, such as our product offerings, the quality of our products and the presentation of our products, including packaging designs, distributors’ sales and marketing activities and public perceptions of our brand, all of which may be outside of our control. Negative publicity—whether actual, perceived or unfounded—regarding our products, ingredients, business practices (including marketing practices), supply chain and environmental or labor standards can negatively impact our brand reputation, erode consumer trust, reduce demand and impair our ability to attract and retain customers.

In particular, counterfeit and illicit trade pose the most significant reputational risk to our brands. Counterfeit or look‑alike products can be of inferior or unsafe quality, are outside our quality controls and regulatory compliance systems and may be sold through unauthorized channels, leading to consumer confusion and misattribution of negative experiences to our brands. The existence, growth or publicity of counterfeits can undermine consumer trust, dilute brand equity, disrupt distributor relationships and require significant monitoring, enforcement and remediation costs. Even where we take timely enforcement action, we may be unable to prevent continued counterfeit activity, and consumer perceptions of authenticity and quality may nevertheless be adversely affected.

Further, strict and evolving restrictions on the advertising, promotion and sponsorship of tobacco- and nicotine-inclusive products in many of our markets may limit our ability to build and sustain brand awareness. Enhanced public scrutiny of e-cigarettes/vapes and modern oral nicotine pouches—particularly around youth access, flavors and marketing—may intensify reputational risks to our brands. Failure to comply with applicable marketing, labeling and disclosure rules could result in fines, forced changes to packaging or messaging, removal of content or bans, all of which could damage our brand equity. Any platform takedowns and enforcement actions as a result of alleged or actual non-compliance with applicable marketing, labeling and disclosure rules may also affect our brands’ reputation.

Further, the reputation of our brands is particularly dependent on consistent product quality and safety. For example, our products may become contaminated as a result of an accident during the production process or deliberate malicious intent. Our products may otherwise fail to comply with our quality standards during the manufacturing process or at different points in the supply chain, whether as a result of failure in quality control by us or by one of our suppliers or distributors. In these instances, whether due to suspected, confirmed, deliberate or unintentional product contamination or other product adulteration, misbranding or tampering, significant costs may be incurred in recalling products from the market and consumers may lose confidence in the product or products affected by the contamination, resulting in a loss of sales volume. High-profile recalls or media campaigns regarding hookah or other inhalation products, even if not attributable to our brands, can lower demand, prompt scrutiny by regulators, and increase litigation risks. Recovery of lost sales and market share may be prolonged or may not fully materialize. We may also be subject to legal action because of a contamination incident, which could result in legal damages, penalties, negative publicity or adverse effects on our sales (even if such claims are unsuccessful or without merit). In addition, if another company recalls or experiences negative publicity related to a product in a category in which we compete, our consumers may reduce their overall consumption of products in the category.

We also rely on third parties for sourcing raw materials, manufacturing components or finished goods, testing, warehousing and distribution. Our reputation can also be harmed by the conduct of third parties. Breaches of labor, human rights, environmental, anti‑corruption, sanctions or other laws and involvement in practices perceived as unethical in our key markets by suppliers, co‑manufacturers, distributors or other partners, may attract adverse publicity. We cannot guarantee that we will be able to identify instances in which our third-party suppliers or distributors fail to comply with our standards or applicable laws. If partners fail to adhere to applicable regulations, quality standards or contractual obligations, we may face enforcement actions, product defects or supply interruptions. Replacing key suppliers or contract manufacturers can be challenging due to licensing, qualification and regulatory review requirements. Third-party laboratory errors or inconsistent analytical testing methods can contribute to adverse outcomes, even when our internal processes are followed. Concentrations of supply, single-source components and cross-border logistics increase the risk of disruption, cost escalation and delays.

Failure to manage any of the above factors could adversely affect the value and perception of our products and our ability to maintain existing customers and attract new consumers. As a result, this could have a material adverse effect on our business, financial condition and results of operations.

Competition from illicit sources may reduce our total sales and lower our margins, restricting the ability to increase selling prices and damaging our brands.

Competition from illicit sources, including counterfeit, smuggled and duty-not-paid (“DNP”) shisha products on which applicable taxes are evaded, poses a significant threat to our business. Illicit trade can take many forms, including:

Illicit trade adversely affects our overall sales volume, restricts our ability to increase selling prices, damages our brand reputation, and may lead to commoditization of our products. Large quantities of illicit shisha products are sold globally each year, representing a significant share of the global shisha market. These products compete with legitimate offerings and skew market pricing, as they are often sold without accounting for taxation. Factors such as increasing tax regimes, regulatory restrictions and compliance requirements increase demand for illegal, cheaper shisha products and provide greater incentives for smugglers. Incentives for illicit trading in tobacco-inclusive products, including shisha, are particularly notable in parts of Europe and UAE. Illicit trade also harms law-abiding wholesalers and retailers by depriving them of lawful sales and undermines their significant investment in legitimate distribution channels. In many instances, our duty-paid products compete with products smuggled from a lower excise tax jurisdiction (for which duty in the country of sale has not been paid). As our margins are typically higher in jurisdictions with higher excise taxes, this substitution puts downward pressure on our margins.

Due to our strong global market position, we are a target for counterfeit activity. We have previously identified and reported counterfeiters of our branded products to national and international authorities. We regularly engage a network of specialist anti-counterfeiting investigators world-wide – including in KSA, the UAE and across Europe – leading to successful police and customs raids, and we maintain a vetted network that can be rapidly mobilized in response to any increases in counterfeiting. However, there

is no assurance that we will be able to detect or stop sales of illicit products. Any failure to track and prevent illicit trades, or a rise in such activities, could have a material adverse effect on our business, results of operations and financial condition.

The long-term health effects of shisha, as well as newer heat-not-burn nicotine inhalation products, remain largely unstudied by the scientific community. Consequently, we may face potential claims regarding the health consequences associated with the use of these products, and insurance for such claims is unavailable or limited.

Most of our products contain nicotine, a chemical compound that has been proven to be highly addictive. In addition, consumption of our traditional flavored molasses products involves by-products produced during shisha through charcoal, such as carbon monoxide, which have been identified as harmful to human health. We have conducted independent scientific research, which suggests that consumption of our traditional flavored molasses products results in significantly fewer amounts of harmful toxicants than those commonly found in other tobacco inhalation products, but there is a lack of comprehensive scientific studies on the long-term health effects of shisha and novel heat-not-burn products, such as electronic cigarettes, vaporizers and modern oral pouch products. Currently, there is no way of knowing whether these products are safe for their intended use when used long-term. By contrast, there are extensive studies conducted on the harmful toxicants that result from the use of cigarettes. If the scientific community were to determine conclusively that use of any or all of these products poses long-term health risks, market demand for these products and their use could materially decline. Such a determination could also lead to litigation and significant regulation.

Historically, tobacco companies have faced litigation and claims for damages from both smokers and governmental authorities. While we have not yet encountered claims related to the health consequences of our products, we may face such claims in the future, similar to other manufacturers of tobacco-inclusive products. The insurance industry generally does not insure against such claims, and we do not have any insurance to potentially offset some or all of the costs of defending such claims or any resulting judgments. In addition to product liability, tobacco companies may face consumer fraud and failure-to-warn claims, for which insurance coverage may be unavailable. Should such claims arise, they could lead to costly litigation, demand significant management attention and result in substantial liabilities in the event of an adverse outcome or settlement. Beyond health-related cases, we may also face litigation related to product quality issues, potentially leading to product liability claims. These scenarios could materially and adversely affect our business, financial condition and operational results.

Our product distribution in certain jurisdictions depends on sole distributor arrangements that are exclusive in practice, and the loss of these arrangements could have a material adverse effect on our business.

In certain jurisdictions, including Iraq, Lebanon, UAE, KSA, Libya, Djibouti, Somalia, Ethiopia, Malaysia, Kuwait, Bahrain, India and Nigeria, we rely on sole-distributor arrangements with local distributors. These distributors possess significant local knowledge and are our primary point of contact for retailers and on-premises channels. In certain other markets, we believe our distribution is effectively exclusive due to dominant tobacco-distribution platforms serving as the distributor of our products, such as Logista’s tobacco-inclusive product distribution in Spain. Our continued success and future growth depend in part on maintaining these relationships, some of which are not governed by binding, enforceable contracts. For example, a sole distributor may terminate, not renew or fail to perform under its arrangement, and the pool of alternative distributors in any given market may be limited, especially in markets with dominant distribution systems, such as Spain. It could be difficult for us to replace these relationships on commercially reasonable terms, or at all, and seeking alternate relationships could be time consuming and result in interruptions to our business. For example, Khaleel Mamoori is affiliated with our sole distributor in Egypt and Iraq. There can be no assurance that this arrangement or other similar distribution arrangements will continue on current terms or that a replacement could be secured without disruption to our business.

In addition, in certain jurisdictions, such as Kuwait, local commercial agency or other similar laws may restrict our ability to terminate, not renew or materially modify the terms of existing distribution arrangement with local distributors, making it difficult and costly to modify existing distributor arrangement. Such laws may limit our strategic flexibility, prolong underperformance in affected markets, expose us to disputes and potential damages, delay onboarding of alternative distributors and contribute to inventory build‑ups, revenue shortfalls and loss of market share.

Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

The financial and business performance of our novel inhalation devices and smoke-free products are less predictable than our traditional flavored molasses.

Novel nicotine products have been introduced to the market over the past fifteen years, are at a relatively early stage of development and commercialization compared to “traditional” tobacco products and represent the core components of a market that is evolving rapidly, highly regulated and characterized by a number of market participants. Novel nicotine products include smoke-free products (such as our Al Fakher branded nicotine pouches), e-cigarettes/vapes and other new inhalation devices (such as OOKA, VANT and Crown vapes) and products containing herbal/botanical ingredients. Rapid growth in the use of, and the interest in, these products is recent and may not continue on a lasting basis. The long-term demand trends and market acceptance for these products are subject to a high level of uncertainty. Therefore, we are subject to all of the business risks associated with a new enterprise in

an evolving market. The pace at which adult smokers adopt them may vary, depending on the competitive, regulatory, fiscal and cultural environment, and other factors in a specific market. There may be periods of accelerated growth and periods of slower growth for these products, the timing and drivers of which may be more difficult for us to predict versus our mature traditional flavored molasses business. The impact of this lower predictability on our projected results for a specific period may be significant, due to geopolitical or macroeconomic events that negatively impact novel product availability or adoption, which in turn may have a material adverse effect on our results of operations. Continued evolution, uncertainty and the resulting increased risk of failure of our new and existing product offerings in the novel nicotine product space could have a material adverse effect on our ability to build and maintain market share and on our business, results of operations and financial condition. Further, there can be no assurance that we will be able to continue to effectively compete in the novel nicotine products marketplace.

We face intense competition, and our failure to compete effectively could have a material adverse effect on our profitability and results of operations.

We operate in highly competitive markets, and our failure to compete effectively could materially and adversely affect our profitability and operational results. Our competitors include regional flavored molasses producers as well as a number of smaller, local producers. In the broader nicotine industry in general, some of our competitors and potential competitors benefit from significantly greater financial resources, enabling them to potentially outperform us in innovation and business investments. Furthermore, consolidation in our industry through mergers and acquisitions could alter market dynamics and shift competitive power in ways that disadvantage us.

We face indirect competition from other heat-not-burn or nicotine-inclusive inhalation products, which are also supported by resource-rich companies. In addition, certain of our target customers are also pursued by producers of other inhalation products, including e-cigarettes/vapes and nicotine pouches, which creates competition that may lead customers to substitute our key products with alternative inhalation products from competitors. Furthermore, if our competitors develop products, without infringing on our intellectual property, that are less expensive, safer or otherwise more appealing than our offerings or that reach the market before ours, we may not achieve continued commercial success. Our competitors may render our technologies obsolete by advances in existing technological approaches or the development of new or different approaches, potentially eliminating the advantages that we believe we derive from our research approach and proprietary technologies.

As an operator of shisha‑focused e‑commerce websites, we also compete with other online retailers offering flavored molasses, hookah devices and heat‑not‑burn or nicotine‑inclusive inhalation products, as well as with traditional offline retail channels. Competitive pressures in both online and offline distribution may limit our ability to grow, compress margins and increase customer acquisition costs.

We believe our principal competitive strengths in the shisha market include brand reputation, product quality and consistency, a diverse product range across traditional and modern flavors and scale benefits from our size and geographic reach. However, we may not be able to maintain a competitive edge on all these fronts against current or future competitors. To remain competitive and retain consumer loyalty, we must effectively market and competitively price our flavored molasses products. We face potential downward pricing pressures, increased marketing expenditures and the risk of losing market share, all while navigating rapidly changing customer preferences. See also “—Customer preferences are constantly evolving, and we may fail to develop new products that meet these changing preferences or fail to anticipate shifts in demand.” In this competitive landscape, we may also be compelled to raise prices due to increased costs of goods sold, such as tobacco and other raw materials, direct labor costs or other uncontrollable factors. Such price increases could lead to reduced sales volumes or a shift in sales to lower-margin products, either of which could materially and adversely affect our business, financial condition and operational results.

Our ability to compete effectively also depends on our capacity to innovate through research and development and to respond in an efficient and timely manner to technological changes and evolving industry standards. Rapid change in our industry places significant demands on our product development capabilities, and there is no assurance that we will continue to adapt successfully. Newly developed products, brands or flavors may compete directly with our existing portfolio rather than creating incremental demand. Our R&D priorities are based on our current views of future technological trends, regulatory developments and consumer preferences, which may prove inaccurate. Even if we implement our R&D plans as intended, they may not yield the expected results or benefits. Failure to achieve the desired outcomes from our R&D efforts or to respond effectively to technological changes and evolving industry standards could materially and adversely affect our business, financial condition, profitability and results of operations.

We rely on specific third-party suppliers and manufacturers for our flavoring ingredients and technology components.

We rely on specific third-party manufacturers to produce flavoring ingredients, which we further process to develop our proprietary shisha flavors. As flavoring ingredients can vary significantly among manufacturers, any disruptions in our relationships with these flavoring manufacturers, failures to renew manufacturing agreements, inability or unwillingness by any supplier to produce sufficient quantities of flavoring ingredients in a timely manner or in compliance with current or new regulatory requirements could significantly impact our ability to maintain our product volume and quality. For example, in the first half of

2026, regional disruption rendered our contracted supply sources for glycerin, a key ingredient used in our flavored shisha molasses, temporarily unavailable, and we were required to secure continuity of supply through short-term contracts at prices significantly above normal market conditions. There can be no assurance that similar or more severe disruptions will not occur in the future, and any such disruption could result in increased input costs, production delays or an inability to meet customer demand.

In addition, we also rely on third-party manufacturers to produce the individual components of our devices, including OOKA and Crown Switch . Due to the manufacturers’ specialized knowledge of our processes and specifications, replacing them or transitioning to new manufacturers would be difficult and time-consuming. While we have entered into long-term supply contracts with these third-party manufacturers, there is no guarantee that we will be able to renew these contracts on the same terms, if at all, or that the manufacturers won’t seek to terminate the supply contracts in place. For example, under the OOKA supply agreement, either party may terminate the agreement with twelve months’ written notice to the other party. Any disruptions in our relationships with these third-party manufacturers could hinder our ability to grow OOKA sales volumes.

To continue selling our products in the event of a disruption to our supply of flavoring ingredients or device components, we would need to identify new suppliers or producers that meet our stringent flavor and product requirements while also complying with applicable regulatory requirements. However, only a limited number of suppliers may be capable of producing our products at the necessary specifications and volumes. Locating and approving such alternative sources could be costly and time-consuming. Additionally, we may not be able to negotiate pricing or other terms with new suppliers as favorably as with our existing ones, or possibly at all. Furthermore, there is no assurance that a new third-party supplier could accurately replicate the production process and taste profile of the flavoring ingredients we currently use.

In addition, many of our existing and potential third-party suppliers and manufacturers also supply similar flavor ingredients to other companies, including our competitors. To protect our flavors, our supply agreements with flavor ingredient suppliers include exclusivity provisions that prohibit those suppliers from selling to third parties the specific combinations of flavor ingredients developed for and supplied to us. However, these provisions do not eliminate the risk that suppliers may prioritize or favor our competitors, allocate capacity away from us, delay our orders or disclose or misuse our proprietary information despite contractual exclusivity obligations. If any of our flavor ingredient suppliers do not comply with our exclusivity requirements or otherwise favor our competitors, our ability to source ingredients at required quality, volumes and cost could be impaired.

Any of the foregoing could materially and adversely affect our business, results of operations and financial condition.

We may encounter significant challenges in securing adequate supplies of tobacco leaf and other raw materials due to fluctuations in availability or prices, which could have a material adverse effect on our business, financial condition and results of operations.

The availability and pricing of key raw materials in our products, including tobacco leaf, fructose, glycerin (which contains palm oil) and flavor ingredients are subject to fluctuations influenced by various external factors, including the limited number of geographies in which tobacco leaf can be produced, climate and weather-related events such as droughts and floods, natural disasters, increasing demand for land and natural resources, rural poverty, social inequality, aging farmer populations, currency fluctuations, supplier capacity constraints, competitive demand from other industries, the availability of complementary and substitute materials, regulatory restrictions and other general economic conditions. These factors pose risks to our supply chain, potentially restricting the availability and increasing the cost of materials for our products.

There can be no assurance that the essential raw materials we require to manufacture our products will remain available at commercially reasonable rates in the future. If raw material prices increase, we may be unable to pass these additional costs to our customers in a timely manner, or at all, as we do not have a contractual right to do so. Failure to mitigate increased costs could result in lower margins, customer loss and revenue reductions.

Tobacco leaf constitutes a substantial portion of our raw material costs, and we purchase significant volumes of packed leaf each year from Europe and India. For the year ended December 31, 2025 and 2024, tobacco leaf constituted 33% and 32% of our total raw material costs, respectively. Tobacco production in certain regions, including Europe, where we have historically concentrated our sourcing, is subject to stringent farming and production regulations and increasing competition for arable land from other agricultural commodities. These controls and competition can further constrain tobacco leaf production, raising prices and reducing supply, which may make it harder for us to meet our volume, quality and ESG compliance requirements.

This restricted availability of tobacco leaf may also impact the quality of our flavored molasses and our ability to meet consumer needs. Our commitment to ESG priorities may limit our sourcing options, creating supply-demand imbalances and potentially increasing tobacco prices. Additionally, tobacco leaf prices tend to be cyclical, influenced by supply and demand in growing regions in addition to weather patterns. Weather variations can also affect crop quality and supply, leading to price changes. These price fluctuations could have a material adverse effect on our business, financial condition and results of operations.

In addition to the factors described above, geopolitical instability and military conflicts may disrupt both the importation of raw materials to our production facilities and the distribution of finished products therefrom, causing significant fluctuations in the availability and price of materials.

For example, the conflict between Iran and the United States and Israel that began in late February 2026 has disrupted shipping through the Strait of Hormuz, which has had a direct impact on the availability and cost of raw materials at our largest production facility, which is located in the UAE, by restricting our ability to receive shipments of such materials, and has also affected distribution from this facility. We have undertaken a number of proactive measures to mitigate the impact on our supply chain, including rerouting shipments via alternative transportation routes and redeploying portions of our production to our Poland facility, in particular the production designated for our single largest market, the United States. These measures have alleviated the initial disruption. Nevertheless, any prolonged or intensified disruption to shipping routes could result in delays in the delivery of raw materials to our UAE facilities, which could adversely affect our inventory management and fulfillment timelines. Moreover, any such redeployment of production is expected to result in some product cost inflation, mainly resulting from the higher cost of labor in the Polish market, and the rerouting of shipments via alternative transportation routes has resulted in incremental additional transportation expenses as well as longer delivery times.

Traffic through the Strait of Hormuz continues to be restricted, and the duration, scope and ultimate resolution of the conflict and the naval blockade remain highly uncertain, and it is unclear when or whether conditions in the region, or shipping through the Strait of Hormuz, will stabilize. In the event that access to the Strait of Hormuz should remain limited or inaccessible in the longer term, these additional costs, expenses and delays could negatively impact our profit margins and have a material adverse effect on our business, financial condition and results of operations. See “—Regional conflicts and geopolitical instability have disrupted, and may continue to disrupt, our logistics, supply chains and distribution operations, which could materially and adversely affect our business, financial condition, results of operations and prospects.”

Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

Our results of operations can be adversely affected by a decrease in consumer disposable income, which is subject to general economic conditions.

Consumer purchasing habits for inhalation products are historically affected by general economic conditions, such as changes in employment, salary and wage levels, the level of consumer confidence in prevailing and future economic conditions and tax regimes. Our products are considered elastic goods, similar to other premium goods, meaning reduced disposable income can lead to a relative reduction in demand. This is particularly relevant as a significant percentage of our consumers purchase our products through on-premises channels, which typically experience decreased demand during periods of macroeconomic stress. Consequently, our results are closely tied to general economic conditions and could be adversely affected by any deterioration in the economic environment of our markets.

Despite recent improvements in global economic conditions, the outlook for the global economy remains uncertain, with certain markets potentially not achieving forecasted growth. This uncertainty is exacerbated by increased global tariffs and ongoing geopolitical conflicts, such as the Russia-Ukraine conflict and conflict in the Middle East, which led to severe political, social and economic consequences. These tensions have contributed to surges in energy and transportation prices, driving inflationary pressures and increasing our input costs, while simultaneously limiting our customers’ disposable income. As a result, our customers may change their purchasing habits, spend less on non-essential goods or substitute our products with cheaper alternatives, adversely affecting our operational results.

Continued instability and unrest in the Middle East and Africa, or the escalation of armed conflict, may materially and adversely affect our business, financial condition, results of operations and prospects.

We have extensive operations in the MEAA and have generated 64.2% and 66.0% of our revenue for the year ended December 31, 2025 and the six months ended June 30, 2026, respectively, in the region. Our headquarters and two of our production facilities are located in the UAE. As a result, any escalation or prolonged conflict in the Middle East and Africa could materially disrupt our production and business operations.

The Middle East and Africa have experienced, and continue to experience, political unrest, armed conflict and civil disturbances in several countries, including Egypt, Iran, Iraq, Libya, Syria, Tunisia and Yemen. This unrest has ranged from public demonstrations to armed conflict and civil war and has given rise to several regime changes, sanctions impositions and increased political uncertainty across the region. It is not possible to predict the occurrence of events or circumstances such as civil unrest, war or other hostilities or sanctions or the impact that such events or occurrences might have on the region. The Middle East is currently affected by numerous armed conflicts including those in Iran, Yemen, Syria, Lebanon, Iraq and Israel/Gaza, as well as conflicts with militants associated with the Islamic State.

In particular, in late February 2026, military strikes by the United States and Israel on Iran triggered significant regional instability, including Iranian retaliatory attacks across the Middle East affecting countries such as KSA, the UAE, Qatar, Kuwait, Bahrain and other GCC countries forming part of our largest Focus Market by revenues. Although the United States and Iran signed the US-Iran MOU, the duration and ultimate scope of this conflict remain highly uncertain. A prolonged or expanding conflict could result in sustained disruptions to regional and global economic conditions, continued volatility in energy markets and further deterioration of commercial and financial activity across the Middle East. Significant losses sustained by GCC states could have a material adverse effect on global investment flows and economic stability.

Our headquarters and two of our production facilities are located in the UAE, which is among the Gulf states that have been directly affected by the conflict. The duration and ultimate scope of this conflict, including the status of the US-Iran MOU and the outcome of ongoing diplomatic efforts, remain highly uncertain, and it is unclear when or whether conditions in the region will stabilize. As a result, we face heightened exposure to the risks arising from this regional instability, including potential threats to the safety of our personnel, disruptions to local infrastructure, damage to or destruction of our facilities, restrictions on commercial travel to and from the region and interruptions to our day-to-day operations, including the need to quickly implement remote work arrangements for our headquarter personnel. While our headquarters and manufacturing facilities in the UAE are in full operation and have not experienced material interruption to date, the conflict has resulted in disruptions to our logistics, supply chains and distribution operations. We have taken proactive steps to mitigate the impact on our operations, including rerouting shipments and redeploying portions of our supply chain to alternate manufacturing locations, though instability in neighboring countries could disrupt alternative shipping routes we are currently pursuing. See also “—Regional conflicts and geopolitical instability have disrupted, and may continue to disrupt, our logistics, supply chains and distribution operations, which could materially and adversely affect our business, financial condition, results of operations and prospects.”

An escalation or prolonged continuation of hostilities could have spillover effects globally, including further attacks on the UAE or its infrastructure, which could have a direct and material adverse effect on the operations of our headquarters and production facilities. Additionally, the indirect effects of a prolonged conflict including sustained elevated oil and energy prices, disruptions to global supply chains, incremental logistical costs arising from port closures, rerouting of shipments and increased transportation and insurance expenses, reduced foreign investment in emerging markets and broader macroeconomic instability could adversely affect our operations, the economies of the markets in which we operate and the financial condition of our customers and business partners.

Although the UAE, where we are headquartered, has generally maintained domestic stability and positive international relations, there can be no assurance that the UAE will not be impacted by regional instability, armed conflict or terrorist activity. Any escalation of conflict or terrorist incidents in or affecting the UAE, or increased regional geopolitical instability, could adversely affect the UAE’s economy, its attractiveness for foreign investment, its ability to engage in international trade and its tourism industry. These factors could, in turn, have a material adverse effect on our business, financial condition, results of operations and prospects.

Furthermore, the UAE is dependent on expatriate labor, including both unskilled laborers as well as highly skilled professionals in a range of industry sectors, and has made significant efforts in recent years to attract high volumes of foreign businesses and tourists. Increased regional instability or security threats could make the UAE more vulnerable to economic and operational disruptions and could negatively impact our ability to attract and retain talent, conduct business and achieve our strategic objectives.

Regional conflicts and geopolitical instability have disrupted, and may continue to disrupt, our logistics, supply chains and distribution operations, which could materially and adversely affect our business, financial condition, results of operations and prospects.

Our operations depend on the reliable and cost-effective movement of raw materials, components and finished products across the Middle East and Africa, including through critical maritime chokepoints and land-based transportation routes. Regional conflicts and geopolitical instability may disrupt either or both flows, resulting in shortages or higher costs for raw materials, production interruptions, inventory imbalances, delays in customer deliveries, reduced sales and margins and other adverse effects on our business, financial condition, results of operations and prospects.

As a direct consequence of the conflict between Iran and the United States and Israel that began in late February 2026, shipping through the Strait of Hormuz, a critical maritime chokepoint through which key commodities, including approximately 20% of global seaborne oil and significant volumes of liquefied natural gas, transit, has been disrupted, with major shipping carriers suspending transits through the waterway. The conflict has also contributed to broader disruptions to regional logistics and business continuity, including disruptions to commercial aviation routes, land-based transport and maritime traffic through critical routes.

Such disruption has in the past restricted our ability to import raw materials to our largest production facility in the UAE. If access to the Strait of Hormuz or related transportation routes were to remain limited or become further disrupted, we could

experience delays in receiving raw materials or need to source them through more costly alternatives, which could increase our operating costs, adversely affect our inventory management and fulfillment timelines and reduce production volumes or margins.

This disruption has directly affected our ability to ship finished products from our largest production facility, which is located in the UAE, by sea. Historically, maritime shipping has been the primary mode of shipment for our products produced at our UAE facilities to the markets supplied by those facilities, including our U.S. market.

While traffic continues to be restricted through the Strait of Hormuz, we have rerouted the majority of our maritime shipments from our UAE facilities via land-based transportation to ports on the Gulf of Oman, including ports in Oman and the UAE ports of Fujairah and Khor Fakkan, which are located outside the Strait of Hormuz, thereby bypassing the disruption, though potential instability in Oman could cause disruption in these alternative routes. We have also utilized land-based routes through the KSA and redeployed portions of production to our Poland facility, in particular for the U.S. market, reducing our exposure to transit delays and cost increases. These measures have reduced our exposure, although alternative routes have resulted in some incremental transportation expenses and longer delivery times, while redeployment to the Poland facility has resulted in product cost inflation due to higher labor costs there. In the KSA, our business has not been materially affected by this disruption, as deliveries to the KSA do not pass through the Strait of Hormuz.

While conditions in the region remain fragile, we continue to maintain operational flexibility to adapt to changing logistics conditions. Nevertheless, if disruptions persist or worsen, we could experience further delays, higher logistics and product costs and reduced margins, which could materially and adversely affect our business, financial condition, results of operations and prospects.

Similarly, from late 2023 until the ceasefire in October 2025, the Israel-Gaza conflict resulted in ongoing hostilities that also involved Lebanon and Iran. During this time, the Yemeni Houthi militia intensified attacks on commercial vessels in the Red Sea and Gulf of Aden, which disrupted global shipping and contributed to increased transit times and costs. As a result of these attacks, we rerouted our KSA shipments from the Port of Jeddah to the Port of Dammam. While the ceasefire has alleviated these disruptions, the risk of further escalation or spread of conflict within the region remains.

We continue to monitor the evolving situation in the Middle East and may take additional measures to mitigate supply chain disruptions; however, we cannot predict the ultimate scope or duration of these conflicts or their effects on our logistics operations, business, financial condition or results of operations.

Our business operations could be adversely affected by terrorist attacks and political instability, and other events beyond our control.

Ongoing armed conflict, insurgency and political instability in parts of the Middle East and North Africa (“MENA”), including Syria, Iran and Iraq, continue to depress consumer sentiment and disrupt normal commercial activity. Designated foreign terrorist organizations and affiliates, including ISIS (also known as ISIL or Da’esh) and al‑Qaeda, have claimed responsibility for attacks in several MENA countries and beyond. While some groups have lost territory or capacity, the risk of renewed attacks, cross‑border incidents, and related security disruptions remains elevated and unpredictable. The region has also experienced domestic unrest, including protests, factional violence and separatist or militia activity, which can escalate and spread.

Our business, financial condition, results of operations or liquidity could be adversely affected if such terrorist activity heightens and spreads into cities and countries where we operate. Changes in sanctions, counter‑terrorism, anti‑money‑laundering, export‑control, or financial‑institution de‑risking practices could further limit transactions in affected markets and increase compliance costs.

We do business in locations where we are exposed to a greater-than-average risk of adverse sovereign action.

We do business in locations where we are exposed to a greater-than-average risk of adverse sovereign action, including overt or effective expropriation or nationalization of property. Furthermore, relatively high commodity prices and other factors in recent years have resulted in increased resource nationalization in some countries, with governments repudiating or renegotiating contracts with, and expropriating assets from, companies that are producing in such countries. Governments in these countries may decide not to recognize previous arrangements if they regard them as no longer being in the national interest. Governments may also implement export controls on commodities regarded by them as strategic or place restrictions on foreign ownership or operation of strategic assets. Governments of the countries in which we operate may adopt nationalization, expropriation, or export control policies going forward. Expropriation of assets, renegotiation or nullification of existing agreements, leases or permits by the governments of countries in which we operate, could each have a material adverse effect on our business, results of operations, financial condition and/or prospects.

Additionally, although not direct sovereign actions, certain countries have passed laws to favor their own economic growth. For instance, from 2023 until February 2026, the government of KSA did not sign contracts with foreign companies that did not have regional headquarters in the kingdom. If the governments of countries in which we operate create similar requirements, we could be required to expend additional resources to meet such requirements. This could adversely affect our business, results of operations, and financial condition.

We operate in regions where corrupt behavior exists that could impair our ability to do business in the future or result in significant fines or penalties.

We do business, and may continue to do business in the future, in countries and regions where governmental corruption has been known to exist, and where we may face, directly or indirectly, corrupt demands by officials, or the risk of unauthorized payments or offers of payments by one of our employees, consultants, sponsors or agents. Our existing anti-corruption safeguards and policies and any future improvements thereon may prove to be not fully effective in preventing such unauthorized payments, and our employees and consultants may engage in conduct for which we might be held responsible. While we are committed to conducting business in a legal and ethical manner, there is a risk of violating applicable anti-corruption regulations that generally prohibit the making of improper payments to foreign officials for the purpose of obtaining or keeping business. Violation of these laws may result in severe criminal or civil sanctions or other liabilities that could materially damage our reputation and, therefore, our business, results of operations and financial condition.

Because we have operations and sales in numerous countries, we may be impacted by economic, regulatory and political developments, natural disasters and conflicts.

We have production and storage facilities across North America, Europe and the Middle East, and sell our products in over 90 markets worldwide. Our operations are therefore subject to many of the risks inherent in international business activities, including, among others:

Any of the above risks could result in a material adverse effect on our business, financial condition and results of operations.

We are subject to credit risk with respect to our customers.

Our business is subject to the risks of non-payment and non-performance by our customers. As of June 30, 2026 and December 31, 2025, we had provided a total of $113.5 million and $78.7 million, respectively, of credit to counterparties on standard terms, including $16.8 million of which is subject to litigation. We manage our exposure to credit risk by limiting our trade credit to creditworthy counterparties, which are assessed based on certain criteria by our Treasury and Credit Risk Committee (comprised of senior management within our business). However, we cannot fully eliminate customer credit risk, and to the extent that our policies and procedures prove to be inadequate, this could negatively affect our financial condition and results of operations. In addition, some of our customers, particularly in emerging markets, may be subject to their own operating and regulatory risks and, even if our credit review and analysis mechanisms work properly, we may experience financial losses in our dealings with such parties. We maintain credit insurance only in certain markets, depending on availability. In cases where credit insurance is not available, we request upfront payment when possible. If our customers fail to fulfill their contractual obligations, our business, financial condition and results of operation may be materially adversely affected.

We rely on third parties for transportation of our supplies and finished products, and any disruption in their services or increase in costs could adversely affect our business, results of operations, financial condition and/or prospects.

Our business requires significant movement of raw materials, packaging materials and finished products by ground and sea transportation. We contract with third-party contractors for the transportation and delivery of most of our products, and such contractors operate beyond our direct control. Any delays in delivery or poor handling by distributors and/or third-party transport operators of our raw materials, packaging materials or finished products may affect our sales or damage our reputation. Additionally, in certain cases, we retain title to raw materials and other inventory while in transit, such that any damage or loss during transit can increase our costs. Interruptions in the supply chain, the distribution of raw materials or packaging materials to us or the delivery of finished products to customers—and poor handling of materials or products in transit—could interrupt our business, delay shipments to customers, cause losses, damage our reputation and have a material adverse effect on our results of operations, financial condition and/or prospects. While we believe we are adequately insured and would attempt to transport our products by alternative means if we were to experience a disruption, including due to a strike, natural disaster or otherwise, we cannot guarantee that we would be able to do so, or succeed in doing so in a timely and cost-effective manner.

Our strategy to enter new product segments or markets and/or acquire new businesses, including our ability to successfully integrate newly acquired businesses, may fail or may be less successful than anticipated.

As part of our growth strategy, we pursue opportunities to enter new product segments and acquire, invest or partner via joint venture or alliance in complementary businesses that may increase our margins, improve our distribution capabilities or expand our product offering. For example, we launched OOKA, our charcoal-free, electrically heated hookah device in 2023, and recently introduced VANT in selected markets in November 2025. In July 2025, we introduced Al Fakher x Cookies, our first lifestyle collaboration launched in the United States. Additionally, in November 2025, we announced the collaboration between Al Fakher and Snoop Dogg and the launch of Crown Switch in Germany, which is our next‑generation, pod‑based rechargeable platform positioned as a higher‑caliber device offering enhanced performance and user control. In September 2025, we completed the acquisition of NameLess, one of Germany’s most recognized and trusted brands for premium flavored molasses products. In 2022, we acquired two e-commerce businesses focused on shisha consumption to expand our distribution channels. We have also partnered with Fox Electronics LLC (“Fox Electronics”) for the development of our series of Crown vapes generally and Greentank for the development of Crown Switch vapes in addition to VANT. There can also be no assurance that our collaborations will be successful; that we will be successful in completing business acquisitions or that we will succeed in integrating acquired companies. Some historical acquisitions have proven challenging to integrate into our business, and we have incurred write-downs and restructuring charges in connection with certain of our past acquisitions.

Our ability to successfully identify and complete further acquisitions will depend on many factors, including:

In addition, our debt burden may increase if we borrow funds to finance any future acquisition, which could have a negative impact on our cash flows and our ability to finance our overall operations. Acquisitions may also divert significant management time and attention from the ongoing development and operation of our business. Even if completed, acquisitions may be difficult to integrate, may involve unforeseen risks and liabilities, and may fail to deliver expected benefits. Any of these factors could adversely affect our ability to identify and complete further acquisitions on favorable terms or at all. If we negotiate acquisitions that are not

ultimately consummated, such negotiations could divert management time from central business activities and result in significant out-of-pocket costs.

We may pursue the development of new products or acquisition targets based on market research and assumptions that may prove inaccurate. The success of future acquisitions, new product launches or market expansions may be affected if we fail to adequately assess the legal risks or commercial aspects of an acquisition target or new opportunity, including with respect to revenue projections, competitor dynamics, regulatory constraints, liabilities, including tax liabilities and margin analyses. For example, demand for OOKA, VANT or other new offerings may be lower than expected, pricing, margin and competitive dynamics may differ and our new products may cannibalize existing offerings. Although we conduct due diligence investigations and market research prior to each acquisition or launch, there can be no guarantee that we will discover all operational deficiencies or material liabilities of an acquired business for which we may be responsible as a successor owner or operator, or that our market research will be accurate or complete. In addition we have found the integration of some historical acquisitions to be challenging, in part, due to the maturity of our capabilities at the time, and while we have invested considerably in building and improving in-house capabilities in the past five years, it cannot be guaranteed that future acquisition targets will be integrated successfully or efficiently, or that there are no legacy liabilities outstanding for previously acquired businesses. We have in the past and may in the future be required to take write-downs and restructuring charges in connection with acquisitions that we have made or may make in the future. Actual developments may differ significantly from our expectations, particularly in areas where data are limited or evolving. As a result, our investments in new products, markets or acquisitions may not yield anticipated returns, which could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Our results of operations may be affected by foreign exchange rate fluctuations.

We currently conduct our business across multiple jurisdictions, including the Americas, Europe and the Middle East. Our businesses are therefore subject to risks normally associated with international operations, including currency fluctuation risks.

Our transactional exposure to foreign exchange risk relates mainly to sales denominated in currencies other than the U.S. dollar and other currencies pegged to the U.S. dollar. For the year ended December 31, 2025 and the six months ended June 30, 2026, 98.8% and 98.8% of our revenue, respectively, was denominated in hard currencies, principally USD, EUR and USD‑pegged currencies. Furthermore, currency fluctuation could increase the prices for our products in certain geographies in which we operate, which could negatively impact sales in these markets and harm our financial condition and operating results. For example, a strengthening of the U.S. dollar could lead to pressure on African markets due to potential price increases.

In addition, we evaluate exchange rate risks from time to time and hedge our risks by entering into financing agreements in the currency to which we are exposed and by using financial exchange rate derivative instruments, particularly in relation to the euro. Our foreign currency hedging strategies may not adequately protect our results of operations or balance sheet position from the effects of exchange rate fluctuations, which may result in losses or may limit any benefit that we might otherwise receive from favorable movements in exchange rates. Any significant adverse fluctuations in currency exchange rates could have a material adverse effect on our business, financial condition and results of operations.

Work stoppages, workplace injuries and other labor matters could have a material adverse effect on our business, financial condition and results of operations.

While we strive to maintain good relationships with our employees and their unions, such relationships may not continue to be amicable and we may be affected by unionization efforts, strikes, plant closings or other types of conflicts with labor unions or employees. Currently, our employees are not members of unions or similar labor organizations, except for those in Spain and anticipated to also be in Germany. Any increase in union representation, collective bargaining activity or other forms of employee representation could increase our labor costs, reduce operational flexibility and impose additional procedural requirements that delay or constrain business initiatives.

In Germany, employees have constituted a works council (Betriebsrat) comprising five members following an election held in February 2026. The works council has statutory information and consultation rights on a broad range of workplace matters, including consultation rights with respect to working hours, overtime, leave schedules, health and safety measures, pay structures and the introduction or use of technical monitoring equipment. The works council is also entitled to be consulted in advance on planned operational changes such as facility closures, relocations, mergers, material changes to work processes or equipment and significant workforce reductions and may negotiate social plans addressing the economic consequences of such measures for affected employees. In addition, the works council has rights of consultation and, in certain cases, consent with respect to individual personnel decisions, including hiring, grading, re-grading and transfers. Any working council vote requires a majority opinion of the five elected members. Compliance with the aforementioned obligations may require significant management time, add administrative steps and costs and increase the complexity and duration of initiatives involving our German workforce. These processes could delay or limit strategic actions, including reorganizations, workforce reductions, changes to working conditions and the implementation of new technologies, policies or shift patterns. Engagement with the works council may also lead to prolonged consultations or disputes and reduce managerial flexibility, any of which could adversely affect our operations and financial results.

In Spain, our employment relationships are subject to the National Collective Bargaining Agreement for Advertising Companies (Convenio Colectivo Estatal para las Empresas de Publicidad) and applicable provisions of the Workers’ Statute (Estatuto de los Trabajadores). Spanish collective bargaining agreements establish mandatory minimum terms deemed incorporated into individual employment contracts and often regulate wages, working time, overtime, paid leave, job classifications and notice periods, among other conditions. Where no company-level agreement exists, an industry or regional agreement typically applies by default. Spanish law also imposes specific procedures and thresholds for collective dismissals and requires consultations with employee representatives, which can be lengthy and uncertain and may result in severance costs, reinstatement risks, or litigation exposure. Individual dismissals also carry potential severance liabilities and challenges for cause that can result in additional costs if deemed unfair or reinstatement if deemed null and void. Renewals of, or changes to, collective bargaining agreements, or changes in their interpretation or scope, or to the Workers’ Statute could further increase labor costs, constrain efficiency initiatives and limit our ability to adapt staffing or shift patterns to operational needs.

Labor actions by the employees of third parties could also adversely affect us. Work stoppages or slowdowns experienced by customers, suppliers or distributors could result in lower demand for our products or a lack of supplies and, therefore, slowdowns or closures of our production facilities and/or inability to supply our markets. If we, or one or more of our customers, suppliers or distributors were to experience a work stoppage, it could have a material adverse effect on our business, financial condition and results of operations.

We operate facilities which require the use of heavy machinery and other forms of industrial equipment that increase health and safety risks, including risks of personal injury or death. There could be future accidents or incidents suffered by our employees, contractors or other third parties at our facilities. In turn, these incidents could result in legal disputes or government investigations, which could further lead to fines, penalties, criminal sanctions and other damages, and cause harm to our reputation and brand image. Such events could have a material adverse effect on our business, operations, prospects, financial condition and results of operations.

A prolonged disruption to our production and storage facilities as well as third-party manufacturing facilities could have a material adverse effect on our business, financial condition and results of operations.

A prolonged disruption or shut‑down at one or more of the facilities where our products are produced or stored—whether operated by us or by third parties—could limit our ability to meet customer demand and adversely affect our operating performance. Our production sites, warehouses and key third‑party manufacturing and logistics facilities are vulnerable to events beyond our control, including natural or man‑made disasters, equipment malfunction or mechanical failure, widespread outbreaks of acute illness, contamination or other quality incidents, extended or extraordinary maintenance, supply chain constraints, acts of terrorism or organized crime, armed conflict and regional instability, including the ongoing conflict between the United States, Israel and Iran, windstorms or other severe weather and directives or restrictions from government agencies and legal or judicial actions, such as court-ordered attachment or seizures. Any such event could disrupt operations, reduce production capacity, delay production and shipments, and require significant expense to repair or replace affected facilities. For example, our manufacturing facility in the Ajman Free Zone was temporarily closed following a court-ordered attachment in December 2025, which temporarily interrupted production and exportation of our products for a short period of time, lasting approximately 5 weeks. Although we can use spare capacity at other locations, a prolonged closure could result in significant incremental costs, including higher manufacturing expenses at alternative facilities and increased customs duties on goods sourced from other jurisdictions, as well as impact our ability to deliver products to our customers in a timely manner, which could result in reputational damage or otherwise harm our relationship with our customers. There can be no assurance that similar legal actions will not occur in the future, and any recurrence could result in production delays, increased costs, unfulfilled orders and reputational harm. As a result of the foregoing, we could forgo revenue opportunities, lose customers or market share, suffer damage to our reputation and experience a material adverse effect on our business, financial condition and results of operations.

We seek to mitigate business interruption risk through a diversified production and supply base, safety stocks of key raw materials and maintaining production expansion capabilities across our facilities. We continually evaluate opportunities to expand, reconfigure or relocate our production and storage footprint, including through investment in new facilities. We have taken steps to invest in a new production facility in Romania, which we expect will further diversify our European manufacturing footprint and provide additional contingency capacity to support continued production in the event of disruptions at our existing facilities. However, any such expansion or new facility investment is subject to risks related to construction delays, cost overruns, regulatory approvals, permitting requirements and the ability to achieve anticipated operational benefits, and there can be no assurance that any planned or future facility will be completed on the expected timeline or budget, or that it will deliver the intended diversification or cost advantages.

Further, any of these measures may be insufficient or ineffective, our disaster recovery planning may not prevent business disruption, and reconstruction of damaged facilities could require significant time and cost. Although we carry insurance to cover losses at production sites and business interruption, there can be no assurance that such losses will be fully covered under our policies or that insurance proceeds will be timely received. See also “— Our insurance coverage or other liability protections may be

unavailable or inadequate to cover all of our significant risks or our insurers may deny coverage of or be unable to pay for material damage we incur.”

Additionally, because we lease a number of our production facilities and storage warehouses, we are exposed to lease renewal and cost risks. There is no guarantee that we will be able to secure future leases on favorable terms. In certain jurisdictions, such as the Ajman Free Zone in the UAE, leases are limited to one‑year terms and require annual renewal. Although we have successfully renewed such leases in the past, failure to renew, or renewal on unfavorable terms, could necessitate relocations, cause downtime, increase rents and capital expenditures and require new permits or approvals, any of which could materially and adversely affect our business, financial condition, results of operations and cash flows.

We have in the past and may in the future enter into transactions with related parties.

From time to time, in accordance with internal governance policies and the requisite board approvals, we have entered and may enter into arm’s length transactions with affiliates that may be considered related party transactions. For example, we have in the past entered, and may in the future continue to enter, into transactions with entities controlled by Khaleel Mamoori, who was a director of AIR Limited and was the beneficial owner of approximately 10% of AIR Limited’s outstanding share capital for the years ended December 31, 2025 and December 31, 2024. Sales to entities controlled by Mr. Mamoori, such as certain third-party manufacturers and distributors of our products in Egypt, Iraq and, in the case of the year ended December 31, 2025, Libya, including royalties, constituted $89.2 million and $28.6 million of AIR’s revenue for the year ended December 31, 2025 and the six months ended June 30, 2026, respectively (or 22.3% and 13.8% of total revenue for the same periods). We also partner with his affiliates for our vape products. Any disputes with this shareholder could have an adverse impact on our business. See also “—Our product distribution in certain jurisdictions depends on sole distributor arrangements that are exclusive in practice, and the loss of these arrangements could have a material adverse effect on our business.”

We disclose all material related party transactions in our financial statements and require board approval to enter into such related party transactions. See Note 35 to the financial statements of AIR Limited as of and for the year ended December 31, 2025 for further disclosure on our related party transactions. See also “Certain Relationships and Related Party Transactions.” In addition, we maintain robust internal governance procedures whereby we screen every agreement we enter into to determine if it is an affiliate transaction by cross-checking the party to our list of affiliates. In the event a counterparty is an affiliate, we work closely with our controllership and corporate governance teams to ensure that transactions are conducted at arm’s length. Although our corporate governance guidelines require that we engage in any related party transactions on an arm’s length basis, there can be no assurance that the terms of any such transactions will be as favorable to us as would be the case had they not been with related parties. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, as well as our relationship with other companies and our ability to enter into new relationships in the future, including with competitors of such related parties, which could harm our business and results of operations.

Our insurance coverage or other liability protections may be unavailable or inadequate to cover all of our significant risks or our insurers may deny coverage of or be unable to pay for material damage we incur.

We maintain insurance policies with respect to certain operating risks, including damage to property (such as buildings, plants, machinery and stock, including as a result of catastrophic events like fire, flood, storms and earthquakes), industrial accidents and directors’ and officers’ liability. There can be no assurance that the level of insurance we maintain is appropriate for the risks to our business or adequate to cover all potential claims. Certain types of losses may not be covered by our insurance policies and may be either completely or partially uninsurable or not insurable on commercially reasonable terms.

We may face claims regarding the health consequences associated with the use of tobacco-inclusive products that may not be covered by insurance. See also “—The long-term health effects of shisha, as well as newer heat-not-burn nicotine inhalation products, remain largely unstudied by the scientific community. Consequently, we may face potential claims regarding the health consequences associated with the use of these products, and insurance for such claims is unavailable or limited.” Further, we may not be able to obtain future insurance coverage at current levels or at all, and our premiums may increase significantly on the coverage that we maintain or obtain in the future.

In some circumstances we may be entitled to certain legal protections or indemnifications from our customers through contractual provisions, laws, regulations or otherwise. However, these protections are not always available, are typically subject to certain terms or limitations and may not be sufficient to cover all losses or liabilities incurred. If insurance coverage, customer indemnifications and/or other legal protections are not available or are not sufficient to cover our risks or losses, it could have a material adverse effect on our financial position, results of operations and cash flows.

If we or our third party service providers fail to protect Confidential Information (as defined below) or experience a security incident, or if unauthorized parties otherwise gain access to our Confidential Information or IT Systems (as defined below), including our customers’ data, partners’ data or other personal data, our reputation may be harmed, demand for services may be reduced and we may incur significant liabilities which would materially and adversely affect our business, results of operations and financial condition.

We rely on computer systems, telecommunications services, hardware, software, technology infrastructure and online sites and networks for both internal and external operations (collectively, “IT Systems”) that are important to the operation of our business, some of which are managed by third parties. These third parties are typically under no obligation to renew agreements and there is no guarantee that we will be able to renew these agreements on commercially reasonable terms, or at all. These IT Systems are used to process, transmit and store electronic information related to our business operations, including confidential information such as trade secrets as well as Personal Information and other data about customers, employees, business partners and others (collectively, “Confidential Information”).

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information. Any security incident, including those resulting from a cybersecurity attack, phishing or other social engineering attack or any unauthorized access, unauthorized usage, virus or similar breach or disruption could result in the loss or destruction of, unavailability of, or unauthorized access to, or use, alteration, disclosure or acquisition of, Confidential Information, resulting in damage to our reputation, litigation (including class actions), regulatory investigations or other liabilities. Cybersecurity attacks are expected to accelerate on a global basis in frequency and magnitude, and the techniques and tools (including artificial intelligence) used to breach security safeguards, circumvent security controls, evade detection and remove forensic evidence are evolving rapidly. Additionally such attacks are increasingly sophisticated and are carried out by groups and individuals with a wide range of motives and expertise, including organized criminal groups, hackers, “hacktivists” and state-sponsored organizations, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, malicious file attacks, viruses, worms, cross-site scripting, credential abuse, network penetration, denial of service attacks, and as a result of bugs, misconfigurations or other exploited vulnerabilities in software or hardware. In particular, ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly sophisticated, prevalent and severe, and can lead to significant interruptions in our operations, loss of data and income, reputational loss and diversion of funds, and may result in fines, litigation, investigations and unfavorable media attention. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Moreover, any failures in our IT Systems could generally affect our ability to conduct our business activities.

In addition, we engage third party service providers to store and otherwise process some of our data, including Confidential Information. Our service providers may also be the targets of cybersecurity attacks, malicious software, phishing schemes and fraud. Our ability to impose contractual data security obligations on or monitor our vendors’ and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, destruction of or unavailability of our data, including our Confidential Information. Moreover, because we make extensive use of third-party suppliers and service providers, successful cybersecurity attacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results. As a result, we may not be able to address these threats proactively or implement adequate preventative measures, and we may be unable to promptly detect and address any such disruption or security incident, if at all. Additionally, remote and hybrid working arrangements at our company (and at many third party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and the security vulnerabilities in many non-corporate and home networks. Further, any integration of artificial intelligence in our or any third party’s operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. As cybersecurity threats continue to evolve and increase in sophistication, we may be required to make additional investments to safeguard our data and infrastructure. There can be no assurance that such investments will be successful, and any failure to effectively address these risks could have a material adverse effect on our financial position and results of operations. Additionally, our insurance coverage may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems.

We rely on a limited number of key executives and employees and may experience difficulty in attracting and hiring qualified new personnel.

Our future performance depends to a significant degree upon the continued contributions of our senior management team, a concentrated group of highly experienced individuals, including managing directors of our operating companies. The loss of any member of our senior management team could harm our ability to operate effectively. To the extent that the services of members of our senior management team are unavailable for any reason, we would be required to hire other personnel to manage and operate our business. There can be no assurance that we would be able to locate or employ such senior personnel with the requisite level of experience on acceptable terms or on a timely basis.

Our future success also depends on our ability to identify, attract, develop and retain qualified employees, including those with long-standing relationships with our suppliers and customers and those with relevant technical expertise. We compete with other companies to recruit and hire from a limited pool of potential employees who have the required skill set and/or industry experience. In addition, training new employees requires a large amount of our time and resources.

We maintain non-compete agreements with certain key personnel. Though our business has not been materially impacted by such personnel resignations in the past, the loss of other such personnel or the loss of such personnel to a competitor, and any resulting loss of operating capability, could harm our business. Our failure to maintain competitive compensation packages may also be disruptive to our business. In addition, we may be unable to prevent the disclosure or use of our technical knowledge, practices or procedures by departed personnel. If we cannot attract, train and retain qualified personnel or retain our senior management, this could have a material adverse effect on our business, financial condition and results of operations.

Our inability to develop, execute and communicate an effective ESG strategy in line with stakeholder expectations may have an adverse effect on us or our reputation, revenue, costs, profits, business, financial condition, results or prospects.

As focus on ESG-related matters from investors, customers, consumers and other stakeholders develops, expectations of our ESG performance continue to evolve in a variety of ways, with stakeholders displaying a range of views on ESG matters. We may face heightened ESG-related reporting requirements, including for our carbon footprint and environmental and climate-related risks, the parameters of which are consistently developing. Alternatively, we may face scrutiny from stakeholders who view our ESG activities do not provide sufficient economic benefit and therefore seek to reduce the resources and efforts we place on such matters. We may fail to implement and maintain internal standards, controls, strategic plans, governance or monitoring and reporting mechanisms required to meet either relevant regulatory requirements or the varied market or stakeholder expectations in this area.

Failure to align the development, execution and communication of our ESG strategy with market and stakeholder expectations could adversely impact our business or reputation and adversely affect investor and stakeholder confidence.

In addition, failure to comply with key ESG-related regulation, including environmental and human rights legislation, could lead to, among other consequences, financial penalties and reputational damage. Laws and regulations requiring human rights and environmental due diligence across supply chains continue to develop in a number of jurisdictions and could apply to us directly or indirectly (e.g. through customer requirements). Even allegations—whether substantiated or not—of non-compliance with ESG-related laws and regulations may adversely affect our reputation. Transitional risks impact us through both increased reporting requirements and the achievement of strategic climate-related objectives. Failure to manage these risks and expectations of wider stakeholder groups could impact our reputation with key stakeholders, including but not limited to, customers, suppliers, investors and financial institutions.

We recognize that the risks associated with the purchase of raw tobacco may also impact our business. We purchase tobacco leaf that is cultivated in countries with high levels of poverty and less advanced agricultural practices. There is a heightened risk of human rights violations and child labor in such countries, particularly where farmers rely on temporary or casual workers or family labor. Our supply chain may therefore present heightened risks of human rights violations, including child labor, forced labor, poor working conditions, and environmental harms, including deforestation and biodiversity impacts, particularly in any higher-risk jurisdictions. Portions of our supply chain may be vulnerable to disruption and leaf prices may increase as a result of efforts to minimize these risks.

Further, employee engagement may also be adversely affected if we fail to uphold appropriate ESG management standards or if such a failure is perceived to have occurred. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

Climate change-related physical and transition risks, as well as expanding climate disclosure regimes, may increase our costs, disrupt operations and expose us to enforcement risks.

Changes in weather patterns and an increased frequency, intensity and duration of extreme weather conditions in the areas in which our raw material suppliers, production facilities, customers, distributors and headquarters are located could, among other things, disrupt the operation of our supply chain, increase our product costs and negatively impact consumer spending and/or demand for our products.

These climate and weather events, which may increasingly become more frequent or severe due to the effects of climate change, could result in changes in regulations or consumer preferences, which could in turn affect our business, financial condition and results of operations. In many of the countries in which we operate, governmental bodies are increasingly enacting legislation and regulations in response to the potential impacts of climate change, which may be mandatory obligations and/or have the potential to impact our operations directly or indirectly as a result of required compliance by us, as well as by our raw material suppliers and distributors. In addition, our manufacturing processes may be affected by new regulations in response to climate change. If we are

perceived as not taking appropriate steps to mitigate our impact on the environment, this could result in damage to our image and brand, especially in light of the expected increase in climate-related reporting requirements across jurisdictions.

Any of these events could have a material adverse effect on our business, financial condition and results of operations.

An increase in trade barriers, tariffs and trade tensions may adversely affect our operations.

The global policy and trade environment remains fluid and subject to frequent change. Our business is exposed to various trade and regulatory actions that could increase costs, disrupt supply chains, constrain market access, or require changes to our product, pricing or distribution strategies. Antidumping or countervailing duties, customs rulings (including changes to rules of origin), sanctions, tariffs, including the recently imposed and potential further U.S. tariffs, export controls or other trade tensions or restrictions affecting the UAE or our product categories, along with any retaliatory measures by other countries, could delay or restrict our imports, disrupt logistics, increase working capital needs (including bonding and cash deposit requirements) and necessitate costly supply-chain reconfiguration or duplication of capacity. We cannot predict whether current measures will remain, increase, or be broadened, or whether exemptions or exclusions will be available or sustained. Any of the foregoing could materially and adversely affect our ability to serve U.S. customers, our competitive position, revenues, margins, cash flows, financial condition and results of operations.

Risks Related to Regulatory, Legal and Taxation Matters

Our industry faces significant global action by regulatory authorities and scrutiny aimed at reducing or preventing the use of tobacco- or nicotine-inclusive inhalation products, which affects, and in the future may increasingly affect, our product offerings.

Governmental actions, combined with the diminishing social acceptance of smoking certain tobacco-inclusive products, have resulted in reduced tobacco industry sales volumes. We expect significant regulatory developments will continue to take place over the next few years in most of our markets, driven by FDA policies, the EU Tobacco Products Directive (which is currently undergoing revision) as well as the World Health Organization’s Framework Convention on Tobacco Control (“FCTC”), an international public health treaty on tobacco with the aim to establish a global regulatory agenda for tobacco. Since it came into force in 2005, the FCTC has led to increased efforts by tobacco control advocates and public health organizations to promote increasingly restrictive regulatory measures on the marketing and sale of tobacco-inclusive products to adult smokers. These restrictive regulations include advertising and marketing bans, disclosure of health risks, restrictions on sale, and encouragement of litigation against tobacco companies and companies producing heat-not-burn and nicotine-inclusive products. Relatedly, tobacco-inclusive products, as well as nicotine-based products, are subject to extensive tax regimes in several jurisdictions, including excise taxes, sales taxes, value-added tax and import duties. Although these regimes most heavily impact cigarettes, there is no guarantee that shisha will not be subject to similar or more extensive tax regimes in the future.

There is no guarantee that the stricter regulation imposed on other segments of the tobacco industry, particularly in relation to bans on flavored tobacco-inclusive products, will not be applied to the manufacture and consumption of flavored molasses products in the future. For example, we are subject to “plain packaging” regulation in certain markets, such as KSA and certain European markets, mandating compliance with government-designed packaging aimed at restricting advertising ability and increasing awareness of health risks. Further, new regulations in the markets in which we operate may limit the sales of our inhalation products or require us to undertake costly changes to the composition of our products and packaging.

In addition, there has been significant global regulatory scrutiny over novel nicotine delivery products, such as nicotine pouches and e‑cigarettes/vapes, since their mainstream adoption. Much of this scrutiny is a result of the levels of youth adoption of flavored e-cigarette/vape products, as measured by the influential National Youth Tobacco Survey in the United States. Nicotine pouches and e‑cigarettes/vapes face rapidly evolving measures around the world, including flavor restrictions or bans, disposable prohibitions, nicotine caps, expanded health warnings and plain packaging, retail licensing, cross‑border advertising limits, age‑verification mandates and shipping restrictions; such measures may require reformulation, limit distribution or necessitate product withdrawals and could indirectly impact our royalty‑based e-cigarette/vape revenues.

Regulators around the world have also proposed significant regulations concerning flavored tobacco‑ and nicotine‑inclusive products, and the WHO continues to call on countries to ban or regulate novel products that contain nicotine from any source. For example, in April 2022, the United States Congress amended the Federal Food, Drug, and Cosmetic Act to clarify that the FDA has the authority to regulate products containing nicotine from any source, which includes synthetic nicotine. A number of states in the United States have also enacted, or are considering enacting, outright bans on flavored tobacco- and nicotine-inclusive products. Though flavored molasses have often been exempted from certain state-wide and/or municipal level bans of flavored tobacco‑ and nicotine‑inclusive products in the United States, such as in California (under the Senate Bill No. 793, which was signed into law on August 28, 2020, and which exempts premium cigars, hookah and loose leaf tobacco from the general prohibition of flavored tobacco products and the flavored liquids (e-liquids) used for vaping), and in the EU (via an exemption provided for in Commission Delegated Directive (EU) 2022/2100 which passed on October 29, 2022), there can be no guarantee that such exemptions will be maintained. Notably, the European Commission published a proposal (COM(2025) 580) to recast the Tobacco Excise Directive,

introducing a separate product category for water pipe tobacco with an EU-wide minimum rate of 50% of retail price or €107/kg. Any changes to the aforementioned exemptions, including under any revision to the EU Tobacco Products Directive, or any new regulatory actions, may affect our ability to market and sell our product offering.

We also operate a portfolio of e-commerce platforms, including OOKA.com, Hookah.com, Shisha World.com and Shisha.com, which are focused on the marketing and sale of flavored molasses and hookah products and subject to additional regulations.

We are subject to risks associated with international markets, and compliance with existing laws and regulations or changes in any such laws and regulations in the markets where we operate could affect our business.

As we currently market, sell and manufacture our products to more than 90 markets, we face a variety of risks generally associated with doing business in international markets and importing merchandise from these regions, including, among others, changes in the rate of economic growth, political instability resulting in the disruption of trade, trade disputes, expropriation or other governmental action, quotas and other trade regulations, export license requirements, delays associated with customs procedures, including increased security requirements applicable to foreign goods and measures related to global pandemics, social unrest, war, terrorist activities or other armed conflict, imposition of confiscatory taxation or adverse taxes, other charges and restrictions on imports, currency and exchange rate risks, changes in double tax treaties, risks related to labor practices increasing minimum wages and inflationary pressures, national and regional labor strikes, bribery and corruption, environmental matters or other issues in the foreign countries or factories in which our products are manufactured, risk of loss at sea or other delays in the delivery of products caused by transportation problems and increased costs of transportation.

We are also subject to extensive regulatory requirements across the countries in which we operate, covering areas such as production, product liability, distribution, importation, marketing, promotion, labeling, packaging and advertising. Despite our diligent efforts to comply with all applicable regulations, the regulatory landscape, particularly concerning tobacco products, is often complex and open to interpretation. We closely monitor market practices, enforcement trends, and public statements from regulators in our operating markets to guide our compliance efforts. However, there remains a risk that we may inadvertently make errors in compliance or misjudge regulators’ enforcement practices and priorities, potentially resulting in fines and other penalties, especially if regulatory authorities or courts reinterpret existing laws and adjust their enforcement practices. For example, in April 2026, German customs authorities initiated an investigation into the excise tax classification of a tobacco product previously sold by our German subsidiaries, asserting that the product should have been classified as waterpipe tobacco subject to a higher rate of excise tax rather than as pipe tobacco. See “Business— Legal Proceedings—Investigation with German customs authorities.” There can be no assurance that regulators in Germany or other jurisdictions will not challenge or alter the customs classification of our products in the future, causing them to be subject to higher excise taxes than those under which they were originally marketed. Such changes could materially affect our financial condition and operational results.

Governmental bodies in the countries where we operate may impose new regulations affecting packaging, labeling, product information, and production requirements. These regulations could include limitations on the sale, advertising or promotional activities for tobacco-inclusive products, restrictions on retail outlets, and other constraints on marketing, promotion, and distribution. Additionally, there may be restrictions on the locations, times or occasions where tobacco-inclusive products can be sold or consumed, which could directly or indirectly limit our product sales. For instance, in KSA, there is a legal requirement that flavored molasses must be sold in packaging sizes of 250g or larger. Such regulatory measures could impact our ability to market and distribute our products effectively, potentially affecting our sales volumes and financial performance.

We also sell our products and have operations in emerging markets, including, but not limited to, certain countries in the Middle East, Africa and South and Southeast Asia. Our operations in countries with less developed or less predictable legal systems present several risks, including legal uncertainty, bribery and corruption, civil disturbances, economic and governmental instability, differing business and operating practices, differing consumer behaviors and preferences and the imposition of exchange controls. The uncertainty of the legal environment in these countries, in particular with respect to the enforcement of intellectual property rights, could limit our ability to enforce our rights and grow our business. In addition, we or any of our distributors may be subject to legal proceedings regarding bribery and corruption in these countries, and we are unable to monitor the conduct of our distributors’ operations.

Any of these risks could have a material adverse effect on our business, financial condition and results of operations.

Our products are regulated by the FDA, which has broad regulatory powers.

The vast majority of our sales in the United States have been from products that are currently regulated by the FDA. The TCA granted the FDA regulatory authority over tobacco products. The TCA established specific requirements for cigarettes, cigarette tobacco, roll-your-own tobacco and smokeless tobacco and authorized the FDA to deem other products made or derived from tobacco to be subject to the TCA. In 2016, the FDA finalized a rule deeming all products made or derived from tobacco, including shisha, as well as their components (for example, batteries) to be subject to the FDA’s regulatory framework for tobacco products. The FDA now regulates the manufacture, import, packaging, labeling, advertising, promotion, sale, premarket authorization, post-authorization monitoring and post-authorization reporting of shisha. As a result, our current and future product portfolio may be subject to extensive and evolving federal requirements and enforcement priorities that we do not control.

Among the regulatory powers conferred on the FDA under the TCA is the authority to impose tobacco product standards that are appropriate for the protection of the public health, require manufacturers to obtain FDA review and authorization for the marketing of new or modified tobacco products and impose various additional restrictions. Such restrictions may include requiring reduction or elimination of the use of particular constituents or components of our products, requiring product testing or addressing other aspects of tobacco product construction, constituents, properties or labeling.

Specifically, the TCA (i) increases the number of health warnings required on tobacco products, increases the size of warnings on packaging and in advertising, requires the FDA to develop graphic warnings for cigarette packages, and grants the FDA authority to require new warnings, (ii) imposes restrictions on the sale and distribution of tobacco products, including significant restrictions on tobacco product advertising and promotion as well as the use of brand and trade names, (iii) bans the use of “light,” “mild,” “low” or similar descriptors on tobacco products, (iv) bans the use of “characterizing flavors” in cigarettes other than tobacco or menthol, (v) requires manufacturers to report ingredients and harmful constituents and requires the FDA to disclose certain constituent information to the public, (vi) authorizes the FDA to require the reduction of nicotine and the potential reduction or elimination of other constituents or additives, including menthol, (vii) establishes resource-intensive pre-market and “substantial equivalence” review pathways for tobacco products that are considered new, (viii) gives the FDA broad authority to deny product applications thereby preventing the sale or distribution of the product subject to the application (and requiring such product to be removed from the market, if applicable), and (ix) requires tobacco product manufacturers (and certain other entities) to register with the FDA and list their tobacco products in commercial distribution.

The FDA charges user fees based on the USDA unit calculations pro-rated to the annual FDA congressionally allocated budget. These fees only apply to certain products currently regulated by the FDA, which include some of our products, but we may in the future be required to pay such fees on more of our products, and we cannot accurately predict which additional products may be subject to such fees or the magnitude of such fees, which could become significant. A change in which products are subject to these fees may also impact the amount of fees we need to pay or are subject to because of the reallocation of fees across new product categories.

Any such actions by the FDA could require us to reformulate products, change manufacturing processes and supply chains, revise packaging and marketing materials, limit the claims we make about our products or cease sales of certain products entirely, any of which could be costly and disruptive and could materially adversely affect our results of operations. Any enforcement action involving our products, our third-party manufacturers, suppliers, or distributors, or our retail partners could result in fines, product holds or removals, reputational harm, and the loss of distribution channels.

Some of our tobacco products have not obtained premarket authorization from the FDA, and FDA has the authority to take enforcement action at any time against products marketed without premarket authorization.

The TCA subjects “new” (products not marketed in the United States before February 15, 2007) tobacco products to a premarket authorization process. There are various pathways to obtain authorization of a new tobacco products. One such pathway is through the submission of a premarket tobacco product application (“PMTA”). A PMTA is required for new tobacco products that are not substantially equivalent to a legally marketed tobacco product (that is, a product that was commercially marketed as of February 15, 2007; determined to be substantially equivalent to a product commercially marketed as of February 15, 2007; or determined to be exempt from the requirement to show substantial equivalence to a product commercially marketed as of February 15, 2007). A PMTA requires, among other things, full reports of investigations assessing the health risks of the product, information about the product’s components and additives, a description of the process by which it is manufactured, and any proposed labeling. The FDA must deny a PMTA unless the applicant demonstrates that authorizing the marketing of the tobacco product would be “appropriate for the protection of the public health.” In that case, the FDA issues the applicant a Marketing Granted Order (“MGO”). As a result, our current and future product portfolio is subject to extensive and evolving federal requirements and enforcement priorities that we do not control.

We are in the process of submitting a PMTA for our Crown Switch device but there can be no assurance
that the FDA will authorize the marketing of Crown Switch. If the FDA delays or denies the application,
we may be required to remove Crown Switch from the U.S. market, which could have a material adverse
effect on our business, financial condition and results of operations.

Another pathway to premarket authorization of a new tobacco product is through a Substantial Equivalence (“SE”) Report. SE Reports require manufacturers to demonstrate that a new tobacco product is “substantially equivalent” to a predicate product, or a product commercially marketed as of February 15, 2007. Products commercially marketed in the United States as of February 15, 2007 are known as “pre-existing tobacco products,” previously referred to as “grandfathered tobacco products,” and do not require premarket authorization to be legally marketed. Manufacturers may also submit an Exemption Request (“EX REQ”) to the FDA requesting that the FDA exempt a new tobacco product from the requirements of substantial equivalence. A new tobacco product may be considered for an exemption from substantial equivalence if the FDA determines that: (i) the new tobacco product is modified by adding or deleting a tobacco additive or increasing or decreasing the quantity of an existing tobacco additive; (ii) the proposed modification is minor and to a legally marketed tobacco product; (iii) an SE Report is not necessary; and (iv) an exemption is otherwise appropriate.

Given the lengthy delays in the FDA’s premarket review process, some tobacco product manufacturers choose to market new tobacco products in the United States before receiving formal FDA premarket authorization, relying on the submission of an application and FDA’s attendant exercise of enforcement discretion as a basis for continued sales during the review period. Similarly, under certain circumstances, we follow the “file-and-launch” approach other manufacturers have taken given the FDA’s enforcement priorities and the subsequent lack of clear enforcement against such products. There can be no assurance that the FDA will continue with its current posture and how it exercises its enforcement discretion toward shisha-related products and tobacco products with pending Pre Market Tobacco Applications submitted but pending a final order from the FDA, and we could be exposed to increased regulatory and legal risks, including the possibility of enforcement actions, product seizures, or civil monetary penalties.

We have taken the file-and-launch approach for certain of our products submitted via the SE Report (including, for example, the OOKA and Two Apples OOKA tobacco pod) and EX REQ (including, for example, new flavors under the Shisha Kartel brand which is in turn the basis for several flavors sold under the Snoop Dogg and Cookies collaborations) pathways. We market certain of our other products on the basis that they are pre-existing tobacco products (i.e., tobacco products that were commercially marketed in the United States as of February 15, 2007) and therefore do not require premarket authorization. We have received formal confirmation from FDA that many of these products qualify as pre-existing tobacco products. For those products for which we have not sought confirmation of pre-existing tobacco product status, there can be no assurance that the FDA will not dispute our pre-existing tobacco product determinations or take enforcement action against any of those products that lack premarket authorization, including warning letters, import holds, civil money penalties, seizures, injunctions, and orders requiring product removal from the market. Any such action could materially and adversely affect our business, financial condition, and results of operation. Further, there can be no assurance that we will receive the necessary authorizations from the FDA once the agency makes its decisions on pending applications. Such adverse decisions could significantly impact our ability to market and sell our products in the United States, and may adversely affect our business, financial condition, and results of operations.

Our inability to maintain, protect and enforce our intellectual property rights could harm our competitive position and our business.

Our success is dependent, in part, upon protecting and enforcing our intellectual property rights, including those in our brands and technology. We own a portfolio of United States and international intellectual property rights for our brands and certain of our products, and we generally seek to register and protect our brands as trademarks in the markets in which our products are sold. Patent, trademark and other intellectual property laws vary significantly throughout the world. Several foreign countries do not protect intellectual property rights to the same extent as they are protected in the United States. Therefore, our intellectual property rights may not be as broad or enforceable outside of the United States.

We rely on a combination of trademark, patent, trade secret and other intellectual property laws as well as licenses and other contractual arrangements to establish and protect our intellectual property rights. While it is our general policy to protect and defend our rights to our intellectual property, we cannot predict whether the measures that we take will be adequate to prevent infringement, misappropriation, dilution or other violations of our intellectual property rights, or that we will be able to successfully enforce our rights. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could result in an adverse effect on our business, financial condition and results of operations.

We rely on patent protection for certain aspects of our technology. For example, as of December 31, 2025, we have 167 patent cases in 20 patent families related to OOKA, including 91 granted and 76 pending patents, to protect aspects of the OOKA technology. While we seek patent protection for our technology, we cannot assure you that the patent applications we file will issue as patents, or that we will file patent applications in all of the jurisdictions where it would ultimately be desirable to obtain patent protection. If we fail to timely file a patent application in a jurisdiction, we may be precluded from doing so at a later date. When we do obtain patents, the patents could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Failure to obtain patent rights or finding that our patent rights are invalid, unenforceable, or circumvented could force us to, among other things, re-design our corresponding products. In countries where we have not applied for patent protection or where effective patent protection is not available to the same extent as in the United States, we may be at greater risk that our proprietary rights will be infringed or otherwise violated, or that our competitors will be able to commercialize technology that is similar to our own without infringement. Even in jurisdictions

where we own patents, we cannot assure you that competitors will not infringe them, that we will detect any infringement, or that we will have adequate resources to enforce such patents against any such infringement.

We rely on our trademarks and trade names to distinguish our products from those of our competitors, and we have registered or applied to register our key trademarks. We cannot be sure that our existing trademarks will be maintained or new applications will be approved. In addition, effective trademark protection may be unavailable or limited for some of our trademarks in some of the foreign countries in which we operate. In addition, our trademarks may be subject to legal disputes. For example, three of our UAE-registered trademarks are currently subject to precautionary attachment orders in connection with ongoing litigation with our former local sponsor, which restricts our ability to transfer, license or otherwise deal with such trademarks pending resolution of the proceedings. An adverse outcome in the underlying litigation could result in the loss of, or competing claims to, ownership of these trademarks in the UAE. See also “Business—Legal Proceedings—Disputes with our former Ajman Sponsor.” Third parties may also oppose our trademark applications or otherwise challenge our use of the trademarks. If our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. Further, we cannot be sure that competitors will not infringe our trademarks, or that we will have adequate resources to enforce our trademarks. For example, we are aware of incidents of, and are from time to time subject to, counterfeiting activity in relation to our branded products. Though we have in the past successfully reported counterfeiters to national and international police authorities, and pursue internal policies aimed at combating counterfeit manufacturing, no assurance can be given that we will be able to detect or stop the infringement of our intellectual property or be successful in any legal claims against infringers. See also “— Risks Related to Our Business and Industry—Competition from illicit sources may reduce our total sales volume and lower our margins, restricting the ability to increase selling prices and damaging our brands.”

We license our trademarks to third parties as part of our product strategy. Such licensing agreements include our agreement with Fox Electronics for the sale of our vapes, Greentank for the production of VANT and Crown Switch vapes. Under the Fox Electronics agreement, we grant Fox Electronics an exclusive license to sell its vape products bearing our Crown Bar trademark worldwide. Failure to renew or replace this agreement with Fox Electronics or any alternative vape manufacturer on favorable terms could materially impact our business, operations and financial conditions. As part of the distribution strategy of our products, we also grant licenses to local manufacturers and distributors, such as in Iraq, Egypt, Jordan and Lebanon. Although our distribution agreements require that the use of our trademarks and designs is subject to our control and approval, any breach of these provisions, or any other action by any of our licensing partners that is harmful to our brands, goodwill and overall image, could have a material adverse impact on our business. We also license certain trademarks from third parties, such as in our collaboration with Cookies. If we breach the corresponding agreements, we may be subject to liability and the agreements could be terminated. Termination of the agreements would result in us losing the rights granted under them and force us to cease selling products bearing the licensed trademarks. We would then have to rebrand the products and could lose customers as a result, and any of the foregoing could result in substantial harm to our business.

We also rely upon unregistered intellectual property, including trade secrets, to develop and maintain our competitive position. Our trade secrets include the product mix ratios and lists of specific flavoring ingredients we use to create proprietary flavors, and also relate to raw material handling, manufacturing, packaging, and product stabilization. We attempt to protect our trade secrets and proprietary technologies by taking various measures. The measures include implementing physical and digital access controls, segmenting employee access, and entering into confidentiality agreements with our employees, consultants and others who have access to such technologies and information, and by including confidentiality and exclusivity terms in our agreements with flavoring suppliers. We also require other third parties who may have access to our proprietary technologies and information to enter into non-disclosure agreements or to be bound by professional, fiduciary, or other contractual obligations requiring the applicable third party to protect our trade secrets, know-how and other confidential information. These measures only provide limited protection, however, and we cannot guarantee that our confidentiality and non-disclosure agreements will prevent unauthorized disclosure or use of our confidential information, especially after our employees or third parties end their employment or engagement with us. We cannot guarantee that we have entered into adequate agreements with each employee and third party that has or may have had access to our confidential information or technology, and where we have agreements, they may be breached, and we cannot guarantee that we will have sufficient remedies if the agreements are breached. Furthermore, trade secret laws do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to ours. Accordingly, despite our efforts to maintain our trade secrets, we cannot guarantee that others will not independently develop similar products, flavors, or technologies to our own, which we rely on to conduct our business and differentiate ourselves from our competitors.

Policing unauthorized use of our know-how, technology and intellectual property is difficult, costly, time-consuming and may not be effective. In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. Third parties may knowingly or unknowingly infringe upon or otherwise violate our proprietary rights, and we may be required to spend significant resources to monitor and enforce our intellectual property rights. Any litigation could be expensive, time consuming, divert management’s attention and may not ultimately be resolved in our favor. Furthermore, if we bring a claim to enforce our intellectual property rights against an alleged infringer, the alleged infringer may bring counterclaims challenging the validity, enforceability or scope of our intellectual property rights, and if any such counterclaims are successful, we could lose valuable intellectual property rights. Any of these events could seriously harm our business.

If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our operations could be adversely affected.

As we face increasing competition and gain an increasingly high profile, we may become subject to claims that we infringe, misappropriate or otherwise violate the intellectual property rights of others. Even if these claims are without merit, any claim of infringement, misappropriation or other violation could be time consuming and expensive to settle or litigate, cause us to incur substantial costs settling or defending against the claim, hurt goodwill associated with our brands and business generally, disrupt our relationships with our distributors and discourage third parties from doing business with us, and could distract management and other personnel from other business responsibilities. We may not prevail in such proceedings given the complex design, technical issues and inherent uncertainties in intellectual property litigation. If we are found to have infringed, misappropriated or otherwise violated intellectual property rights of third parties, we could be required to pay substantial damages, obtain licenses (which may not be available on commercially reasonable terms or at all), or cease making or selling certain products. Additionally, we may be required to redesign, reengineer or rebrand our products or packaging, resulting in a potential loss of competitive advantage, goodwill and brand recognition. In the event of a successful claim of infringement against us, our business, financial condition and results of operations could be materially adversely affected.

The failure to obtain, suspension of, or revocation of any governmental licenses required for our operations would substantially harm our business.

We operate in a highly regulated industry with extensive regulations at different governmental levels that may require us to obtain licenses or permits to conduct operations. We hold a TTB Importer License and state distributor licenses for tobacco products in various U.S. states, as well as manufacturing licenses in the UAE. These licenses are necessary for us to conduct our business in the United States and the UAE respectively, including to further develop our potential products. If we misinterpret whether a particular jurisdiction’s licensing requirement is applicable to our business, the failure to obtain requisite license or permits may result in adverse outcomes that can be disruptive to our business. Similarly, the inadvertent supply of products to an unlicensed distributor in U.S. states could have a material adverse effect on our business, operations and/or financial conditions.

We are required to comply with all laws, rules, regulations and directives of governmental authorities and agencies related to our licenses including filing various monthly or bi-monthly activity reports with federal and state authorities to maintain these licenses. Failure to file any of these reports in a timely manner or changes in existing laws, rules, regulations or directives related to these licenses could result in a suspension or revocation of one or more of these licenses which would have a significant negative impact on our business.

Our activities are subject to various economic, financial and trade sanctions laws and regulations and our governance and compliance processes may not be effective in preventing and detecting violations of such laws and regulations.

The U.S. Department of the Treasury’s Office of Foreign Assets Control enforces certain laws and regulations (“U.S. Sanctions”) that impose prohibitions or restrictions on U.S. persons and, in some instances, foreign entities owned or controlled by U.S. persons, with respect to activities or transactions with or involving certain countries, governments, entities and individuals that are the subject of U.S. Sanctions, including countries and territories subject to a comprehensive embargo (currently Cuba, Iran, North Korea, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic), as well as parties that are subject to, or majority owned by one or more parties subject to, so-called blocking sanctions. U.S. persons are also generally prohibited from facilitating such activities or transactions. Similarly, the EU enforces certain laws and regulations (“EU Sanctions”) that impose restrictions on nationals of EU member states, persons located within EU member states, entities incorporated or constituted under the law of an EU member state, or business conducted in whole or in part in EU member states with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of EU Sanctions. EU persons are also generally prohibited from activities that promote such activities or transactions. The United Kingdom also enforces certain laws and regulations (“U.K. Sanctions”) that impose restrictions upon U.K. persons with respect to activities or transactions with parties that are the subject of U.K. Sanctions. In light of recent international developments, particularly the ongoing war in Ukraine, the United States, European Union, United Kingdom and other jurisdictions have imposed enhanced sanctions targeting Russia.

We are exposed to the risk of non-compliance with Sanctions due to the global nature of our business operations. We have in the past operated in several jurisdictions that are currently (or were previously) the subject of comprehensive or targeted Sanctions and have since exited these jurisdictions, including Iran and Russia. Should we decide to recommence sales into any of these jurisdictions, we will only do so after having received legal advice in order to ensure compliance with applicable Sanctions. Although we have exited Iran and do not conduct business there, the region remains subject to comprehensive U.S., EU and U.K. sanctions, including expansive secondary sanctions and facilitation prohibitions and persistent banking de‑risking. We therefore may face residual risk from inadvertent dealings with designated parties, re‑exports or transshipments by counterparties or related payment flows, any of which could trigger investigations, penalties or require us to terminate relationships, with a material adverse effect on our business, financial condition and results of operations. Furthermore, we supply to customers in Afghanistan, the Democratic Republic of Congo, Iraq, Lebanon, Libya, Mali, Sudan, Syria, Venezuela and Yemen, all of which are subject to certain targeted Sanctions measures; however, we endeavor to comply with all applicable Sanctions, but Sanctions are complex and can change

suddenly in response to shifts in the geopolitical environment. Implementation of new or modified Sanctions by the U.S. government, other national governments or supranational organizations, such as the EU, could deprive us of access to, or limit our involvement in, jurisdictions where we operate, or could require us to stop, limit or reconfigure our business in the markets affected by such new or modified Sanctions, some of which may be economically significant for our business.

Any investigation, enforcement action and/or judgment relating to a violation of Sanctions could result in severe financial and reputational costs, including harsh criminal or civil sanctions, penalties and fines, Sanctions-related designations, loss of authorizations needed to conduct aspects of our international business, denial of export privileges, restricted or prohibited access to U.S. financial markets and limitations on our ability to enter into contracts with our customers who have contracts with the United States and other governments. This could have a material adverse effect on our cash flows, financial condition and results of operations. There is also a risk that our governance and compliance processes may not effectively prevent and detect violations of Sanctions by our directors, officers, employees and agents, which could lead to severe fines, compliance costs, reputational harm and direct or indirect losses (for example, costs associated with recalling products). If any of the risks above materialize, they could have a material adverse effect on our business, financial condition and results of operations.

Our activities are subject to anti-corruption and antibribery laws and regulations, the violation of which could have a material adverse effect on our business, financial condition and results of operations.

We operate and sell products in, and source materials from, a number of countries throughout the world, including countries known to have a reputation for corruption. We are subject to the risk that we, our affiliated entities or our or their respective officers, managers, directors, employees and agents may take actions deemed to violate anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and others (the “Anti-Corruption Laws”). In some of the countries in which we operate, bribery may be customary or expected, and our competitors may undertake such practices, increasing the pressure on us and our employees.

Governments in industrialized countries have increasingly introduced comprehensive Anti-Corruption Laws to combat unsound international business practices. Despite our ethical standards and compliance procedures aimed at preventing and detecting violations of applicable Anti-Corruption Laws, we may not always be able to detect or prevent all violations of Anti-Corruption Laws by our directors, officers, employees, agents, suppliers or customers, for which we could be held liable, given the breadth and scope of our international operations. As a result, we could become subject to investigations, enforcement actions and/or judgments relating to violations of Anti-Corruption Laws by our directors, officers, employees and agents, which could lead to criminal and civil sanctions, financial penalties, collateral litigation, increased compliance costs and reputational damage. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and difficult, particularly in countries in which corruption is a recognized problem. The occurrence of any of the risks outlined above could have a material adverse effect on our business, financial condition and results of operations. In addition, actual or alleged violations could damage our reputation and ability to do business.

Any actual or perceived failure to comply with laws, regulations and other requirements relating to data privacy, security, the processing of Personal Information and cross-border data transfer restrictions could adversely affect our business, including through increased costs, legal claims, fines or reputational damage.

As part of our operations, we receive, store, handle, transmit, use and otherwise process information that identifies or relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information” or similar terms under applicable data privacy laws (“Personal Information”). We also depend on a number of third-party vendors in relation to the operation of our business, a number of whom process data, including Personal Information, on our behalf. We and our vendors are subject to a variety of data processing, protection and privacy laws, rules, regulations, industry standards and other requirements. These privacy rules, and their application and interpretation are constantly developing and may require us to incur significant costs, implement new processes or change our handling of Personal Information and business operations. Our and our third-party vendors’ failure to maintain the confidentiality of information or comply with the applicable privacy rules could impact our ability to trade effectively and result in significant financial losses, litigation by our clients or other counterparties and regulatory sanctions as well as adverse reputational effects.

For example, we are subject to the EU General Data Protection Regulation (EU) 2016/679 (the “EU GDPR”) and to the U.K. General Data Protection Regulation and the U.K. Data Protection Act 2018 (collectively, the “U.K. GDPR”, and the EU GDPR and U.K. GDPR collectively referred to as the “GDPR”). The GDPR imposes comprehensive data privacy compliance obligations in relation to the processing, protection and privacy of Personal Information, including a principle of accountability and the obligation to demonstrate compliance such as through records of processing, policies, procedures, training and audits as well as obligations in relation to international transfers of Personal Information and allowing such individuals to exercise certain prescribed rights.

In relation to cross-border transfers of Personal Information, we expect the existing legal complexity and uncertainty to continue, and international transfers to or from the United States, China, and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. As the regulatory guidance and enforcement landscape in relation to international transfers of Personal Information continue to develop, we could suffer additional costs, complaints and/or regulatory investigations, sanctions and/or fines; we may have to stop using certain tools and vendors and make other operational changes; we may have to or elect to implement revised international Personal Information transfer mechanisms for intragroup, customer and vendor arrangements within required time frames; and such developments could otherwise affect the manner in which we sell our products, and could adversely affect our business, operations and financial condition.

We are also subject to current and evolving EU and U.K. laws in relation to the use of cookies and other tracking technologies and e-marketing practices. In the EU and U.K., informed consent is required for the placement of certain cookies on an individual’s device and for direct electronic marketing. Recent European court and regulator decisions are driving increased attention to cookies and other tracking technologies. If the trend of increasing enforcement by regulators including in relation to the strict approach to opt-in consent for all but essential use cases, as seen in recent guidance and decisions, continues, this could lead to additional costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities.

In the United States, there are numerous federal and state laws and regulations on privacy, data protection and cybersecurity that govern the processing of Personal Information and other information. The scope of these laws and regulations is expanding and evolving and may be subject to differing interpretations. Many states have adopted new or modified privacy and security laws and regulations that may apply to our business. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, (collectively, the “CCPA”) imposes obligations on certain businesses that process Personal Information of California residents. Among other things, the CCPA requires covered businesses that process the Personal Information of California residents to: (i) provide certain disclosures to such residents about the data collection, use and disclosure practices of covered businesses; (ii) receive and respond to requests from California residents to access, delete, and correct their Personal Information, or to opt out of certain disclosures of their Personal Information; and (iii) enter into specific contractual provisions with service providers that process California resident Personal Information on the business’s behalf. Similar laws have been passed in other states, and are continuing to be proposed at the state and federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging. Furthermore, the Federal Trade Commission (“FTC”) and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online collection, use, dissemination and security practices that appear to be unfair or deceptive.

We cannot predict how future privacy rules, or future interpretations of current privacy rules will affect our business and the cost of compliance. Any failure or perceived failure to comply with privacy rules could expose us to legal proceedings, orders to cease or change our data processing activities, enforcement notices, civil claims (including class actions), material monetary damages, fines and penalties and could result in reputational damage, loss of customers or higher operating costs, which may materially adversely affect our business, financial condition, results of operations and prospects. In the case of the EU GDPR and U.K. GDPR, penalties for breach (in the worst case) are up to the greater of €20 million / £17.5 million (as applicable) or 4% of our global annual turnover.

We are required to comply with certain environmental, health and safety regulations, and failure to comply could adversely affect our business.

We are required to obtain and comply with numerous permits, approvals, licenses and certificates from the respective government authorities of each jurisdiction in which we operate, particularly in relation to health, safety (including the security of our facilities) and environmental regulations. The process of obtaining and renewing necessary permits can be lengthy and complex. In addition, such permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or approvals, or failure to comply with applicable environmental laws or regulations, may result in the delay or temporary suspension of our operations and sales and may subject us to penalties and other sanctions, all of which may have a material adverse effect on our business, financial condition and results of operations.

The environmental, health, hygiene and safety regulations with which we must comply relate primarily to industrial safety, plastics, carbon and other emissions, and discharge of chemicals or dangerous substances; their use, production, traceability, handling, transport, storage and elimination or exposure to such substances; and the remediation of industrial sites and environmental clean-up.

Legislation in these areas typically has become broader and stricter over time, and enforcement has tended to increase (also resulting in contractual obligations and responsibilities in these areas being imposed on our business). In addition, new environmental legislation or regulations, if enacted, or changed interpretations of existing laws may elicit claims that historical routine modification activities at our facilities violated applicable laws and regulations. Complying with these regulations may require us to incur significant expenses, especially concerning spillages of dyes and other chemicals.

In addition, governments around the world have increasingly proposed or implemented bans on plastic packaging, which has led to increased scrutiny on the use of such products or packaging. Increased regulation, or prohibition, of the use of plastics could increase the costs incurred by our customers to use our products or otherwise limit their use. In this regard, we are already subject to the Producer Pays laws in Europe as well as the plastic ban in India. We cannot predict the amount of any increase in capital expenditure or operating expenses that we may incur to comply with applicable environmental or other regulatory requirements, or whether we will be able to pass on these costs to our customers through price increases. Additionally, the tightening of regulations applicable to certain substances that we use could force us to use more expensive substances, change our formulations and decrease the profitability of our products.

It is difficult to anticipate changes to the foregoing laws and regulations or to their interpretation, which could lead to significant expense or investment. If we are unable to obtain or comply with required permits and approvals for our operations, or if fines are imposed or capital investments are required in the aforementioned cases, this could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to the risk of litigation.

In the ordinary course of our business, we are, or may from time to time become, involved in various litigation matters and governmental or regulatory investigations, prosecutions or similar matters arising from our current, historical or future business, including personal injury, wrongful death claims, property damages, product safety, stewardship and liability claims, warranty obligations claims, alleged violations of environmental, health and safety laws, criminal proceedings, labor law related claims by employees, temporary workers or other external workers and claims by distributors, advisors and others. In addition, third-party litigation, including, but not limited to, litigation related to competition law, antitrust law, tax law, distribution law, intellectual property law and consumer protection and marketing laws, could have a materially adverse impact on us and the market environment in which we operate. When we determine that a significant risk of a future claim against us exists, we record provisions in an amount equal to our estimated liability. Our insurance, indemnities or provisions may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. There can be no assurance that we will be successful in defending ourselves in pending or future litigation or similar matters under various laws or that product specific provisions will be sufficient to cover litigation costs.

We are currently involved in disputes with former U.S. distributors alleging, among other claims, breaches of exclusivity provisions and engaging in fraudulent pricing practices, to which we have asserted counterclaims, and with our former sponsor in Ajman, UAE, involving civil proceedings against us and related criminal proceedings against certain former employees. In connection with the dispute involving our former sponsor in Ajman, UAE, we have issued a bank guarantee in the amount of $18.2 million in favor of the Ajman Court of First Instance, which we have classified as restricted cash on our balance sheet. The guarantee cannot be drawn unless and until a final non-appealable judgment is rendered. While certain claims have been dismissed at first instance or on appeal, and our subsidiary has been removed as a defendant from the related criminal matter in the former sponsor dispute, these proceedings remain ongoing and outcomes are uncertain. Adverse developments or outcomes, including damages awards, injunctive relief, or unfavorable precedent, could disrupt aspects of our U.S. distribution and Middle East operations, divert management attention and resources, increase legal and compliance costs, and negatively affect our reputation and relationships with business partners. We have recorded provisions in connection with these matters; however, such provisions, insurance, or indemnities may be insufficient to cover all potential losses or defense costs. See “Business—Legal Proceedings.”

Furthermore, in April 2026, criminal investigative proceedings were initiated against certain present and past directors of our German subsidiaries in connection with a customs investigation into the excise tax classification of one of our tobacco products. See “Business—Legal Proceedings—Investigation with German customs authorities.”

Additionally, in the United States, where tobacco and health-related litigation is most prevalent, claims can be brought in various courts by individuals, class actions, regulators, and others. These claims could involve a wide range of damages, including individual damages and healthcare costs, subject to certain provisions in settlements with U.S. states. For example, there has been an increase in litigation related to the aggressive marketing practices previously employed by competitors in the vape market. The outcomes of this litigation could set precedents that increase the number of claims against vape product manufacturers, including us. Even if these claims do not lead to prosecution, managing and defending such matters can incur significant costs.

We purchase tobacco leaf that is cultivated in countries with high levels of poverty and heightened risks of human rights violations and child labor, particularly where farmers rely on temporary or casual workers or family labor and as a result, may be involved in litigation in these markets. The outcome of legal proceedings in these jurisdictions can be particularly uncertain due to unpredictable legal, administrative, and judicial systems.

An unfavorable outcome or settlement of any pending or future tobacco, health-related or other litigation (whether involving us or other tobacco companies) may increase the likelihood of new actions, adversely affecting our ability to prevail in similar or related litigation. Additionally, reputational damage from investigations or allegations of non-compliance with regulations could materially impact our relationships with external stakeholders. Furthermore, if future claimants obtain legal aid or funding to finance

litigation against us, or if such actions become easier to pursue, this may increase the number of claims and the likelihood of claimants prevailing.

A significant increase in the number of pending legal claims could substantially raise the costs and management time required to defend such claims. There can be no assurance that any future litigation against us, if successful, would not adversely affect our revenue, costs, profits, business, financial condition, results or prospects. Additionally, even if we are not directly involved in litigation, any adverse judgment against a tobacco manufacturer or relating to the tobacco market could impact market conditions, potentially affecting our revenue, costs, profits, business, financial condition, results or prospects.

We could be subject to significant product liability litigation.

The tobacco industry has experienced, and continues to experience, significant product liability litigation. Most tobacco liability lawsuits have been brought against manufacturers and sellers of tobacco-inclusive products by individual plaintiffs, often participating on a class-action basis, for injuries allegedly caused by tobacco smoking or by exposure to tobacco smoke. However, several lawsuits have also been brought against manufacturers and sellers of smokeless products for injuries to health allegedly caused by use of smokeless products. Litigation is subject to significant uncertainty, and there could be adverse developments in pending or future cases. An unfavorable outcome or settlement of pending litigation could encourage the commencement of additional litigation. In addition to the risks to our business, results of operations and financial condition resulting from adverse results in any such action, ongoing litigation may divert management’s attention and resources, which could have an impact on our business and operations. There can be no assurance that we will not sustain losses in connection with such lawsuits and that such losses will not have a material adverse effect on our business, financial position, results of operations and cash flows. As a result of their relative novelty, e-cigarette or vape product manufacturers and sellers have only recently become subject to litigation. We may see increasing litigation over our inhalation products or the regulation of our products, as the regulatory regimes surrounding these products develop. As a result, we may face substantial costs due to increased product liability litigation relating to new regulations or other potential defects associated with the products we ship, which could have a material adverse effect on our business, financial position, results of operations and cash flows.

Use of social media, cookies and other tracking technologies, emails, push notifications and text messages in ways that do not comply with applicable laws and regulations, or that lead to the loss or infringement of IP or result in unintended disclosure, may harm our reputation or subject us to fines, lawsuits or other penalties.

We use social media, cookies and other tracking technologies, emails and text messages as part of our marketing strategy for our e-commerce distribution channel. As laws and regulations evolve to govern the use of these channels, our failure, or failure by our employees or third parties acting at our direction, to comply with applicable laws and regulations in the use of these channels, could adversely affect our reputation or subject us to fines, lawsuits (including class action) or other penalties. Any changes to marketing or electronic or telephonic communications laws and regulations, their interpretation or enforcement by the government or private parties, that further restrict the way we contact and communicate with our customers or potential customers, could adversely affect our ability to attract customers and could harm our business, financial condition and results of operations. In addition, our employees or third parties acting at our direction may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of IP, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, learners, partners or others. Information concerning us or our customers, whether accurate or not, may be posted on social media platforms or other online channels at any time and may have an adverse impact on our brand, reputation or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our reputation, business, financial condition and results of operations.

Tobacco- or nicotine-inclusive inhalation products are subject to substantial taxation, and any increases in related taxes or fees could have a material adverse impact on sales of our products.

Tobacco- or nicotine-inclusive inhalation products are subject to substantial taxation, including excise taxes, value-added tax, sales taxes and import duties. There is no guarantee that shisha will not be subject to similar or more extensive tax regimes in the future, nor that non‑tobacco or non‑nicotine products used for inhalation will remain outside excise frameworks. Tax increases and structural changes are expected to adversely affect consumer demand for our products through reduced consumption, trading down from premium to value segments, substitution to lower‑taxed or untaxed alternatives, increased cross‑border purchasing and growth in counterfeit and contraband products.

In many jurisdictions, substantial excise taxes on tobacco- or nicotine-inclusive products can be imposed with limited notice, which may significantly affect our operations. For example, Germany’s Tobacco Duty Modernisation Act introduced staged duty increases through 2026, added a specific duty on waterpipe tobacco and created a new excise for “substitutes for tobacco products” that applies to e‑liquids whether or not they contain nicotine. Even where products do not contain nicotine, authorities may opt to subject such products to excise. In April 2026, German customs authorities commenced an investigation into our German subsidiaries relating to the excise tax for certain tobacco products, contending that certain products should have been classified as

waterpipe tobacco rather than pipe tobacco, which would subject it to a higher rate of excise tax. See “Business—Legal Proceedings—Investigation with German customs authorities.”

Such taxes may increase consumer costs and contribute to the emergence of a “duty-not-paid” market, where smuggled or counterfeit tobacco is sold without the required duties or excise tax, distorting market prices. See also “—Risks Related to our Business and Industry—Competition from illicit sources may reduce our total sales and lower our margins, restricting the ability to increase selling prices and damaging our brands.” These regulatory measures can cause market disruptions that are challenging to predict or mitigate, potentially impacting our business, financial condition and operational results.

We are exposed to significant tax-related risks that could adversely affect our business, financial condition, and results of operations, including as a result of tax audits or past measures.

As a global business, we are subject to income, sales, value-added, withholding, and other taxes in multiple jurisdictions, many of which have complex, evolving and inconsistently enforced tax laws and regulations. Significant judgment is required to determine our tax provisions and positions, including the recognition and measurement of uncertain tax positions, and we rely on generally available interpretations of applicable tax laws and regulations that may differ from the views of relevant tax authorities. We regularly make estimates where the ultimate tax determination is uncertain, and the final resolution of any tax audit, appeal, litigation or similar proceeding may be materially different from that reflected in our historical financial statements. Our effective tax rate and overall tax exposure may be affected by changes in the composition of our earnings across jurisdictions with differing tax rates; our ability to utilize tax losses and tax credits; changes to rules on interest deductibility and other material changes in tax laws or their interpretation and enforcement (including with retroactive effect); and the issuance of tax rulings, arrangements, or other administrative guidance by competent authorities. In some jurisdictions, we are at a potential risk of a tax liability in circumstances where our customers fail to comply with their tobacco tax or related licensure obligations, and our processes may fail to identify and remediate such cases. There can be no assurance that any future tax audits, disputes or changes in tax law will not adversely affect our revenue, costs, profits, business, financial condition and results of operations.

In addition, we leverage our international network and centralize certain strategic functions, conduct intercompany transactions, and operate under a transfer pricing framework for goods and services provided within our corporate group, including a model for the billing of intercompany services. Tax authorities may assess transfer prices differently from our model and challenge our transfer pricing policies and outcomes, and our transfer pricing arrangements may not be accepted by all relevant authorities, potentially resulting in double taxation, penalties, interest, and retroactive assessments or retroactive tax claims against our subsidiaries. Our transfer pricing model has not been agreed between the competent authorities, and there can be no assurance that it will be accepted by all relevant authorities. We also face increasingly burdensome compliance and reporting requirements associated with global tax reforms and transparency initiatives, which could increase our costs of operations. Any of these matters could require us to pay additional taxes (including taxes we do not currently collect or remit), limit the availability of tax attributes, increase compliance costs (including the costs of tracking and collecting such taxes), constrain operational flexibility, reduce revenue or profits, increase our costs, negatively impact our reputation and could have a material adverse effect on our business, financial condition, and results of operations.

Tax legislation may be enacted in the future that could negatively impact our current or future tax structure and effective tax rates.

Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and profits are evolving as a result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting (“BEPS”) project, introduced, recommended and/or mandated by the EU, G8, G20 and Organization for Economic Cooperation and Development (the “OECD”).

In particular, legislation has been enacted or is currently under consideration in a number of jurisdictions to adopt and implement Pillar Two of the BEPS project initiated by the OECD to introduce a minimum global effective tax rate of 15% for certain multinational businesses. For instance, the United Kingdom (“UK”) has implemented the Pillar Two income inclusion rule by introducing a “multinational top-up tax” and a “domestic top-up tax” for certain large multinational enterprises and UK groups with annual consolidated revenue exceeding €750 million, effective for accounting periods beginning on or after December 31, 2023. Broadly, the “domestic top-up tax” may be assessed inter alia on UK located qualifying entities of a qualifying group where the effective tax rate (“ETR”) of all UK members of the relevant group is less than 15%. The “multinational top-up tax” may be assessed inter alia on a UK responsible member (typically, the ultimate parent, or where the ultimate parent is not in a territory which has implemented Pillar Two, the most senior group member in such a territory) of a qualifying multinational group where members have an ETR of less than 15% (as determined under the applicable rules) to the extent that a qualifying domestic top-up tax has not otherwise been collected. In addition, the United Kingdom has incorporated the Pillar Two “undertaxed profits rule” (“UTPR”) into domestic law for accounting periods beginning on or after December 31, 2024. The object of the UTPR is to bring a share of any unallocated top-up taxes that are not paid under another jurisdiction’s income inclusion rule or domestic minimum top-up tax rule into charge in the UK. Based on our initial analysis, we are not expected to fall within the scope of the Pillar Two rules given our consolidated revenues for the years ending 2024 and 2025 do not exceed €750 million. We will, however, continue to monitor the potential applicability of the Pillar Two rules and their impact on our tax obligations.

As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependence, it is difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely affect our financial results.

Risks Related to Our Financial Position and Capital Requirements

Changes in judgments, estimates and assumptions made by management in the application of our accounting policies may result in significant changes to our reported financial condition and results of operations.

Accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. In the application of our accounting policies, management must make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.

Fair value measurements, including those relating to investments and acquisitions (such as the Greentank investment), require significant judgment and estimation. Changes in market conditions, discount rates or other assumptions could result in material adjustments to the fair value measurements of the carrying values of such assets.

These judgments, estimates and assumptions are based on historical experience and other factors that are considered relevant. Judgments, estimates and assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized in the accounting period in which an estimate is revised. Actual results may differ from these estimates, and revisions to estimates can result in significant changes to the carrying value of assets and liabilities.

Because of the uncertainty surrounding management’s judgments and related estimates, we may make changes in accounting judgments or estimates that have a significant effect on the reported value of our assets and liabilities and our reported results of operations and financial position.

Any recognition of impairment of our indefinite‑lived intangible assets or goodwill may adversely affect our business, financial position and results of operations and preclude us from satisfying our debt obligations.

We carry a significant amount of intangible assets on our balance sheet, including goodwill and certain trademarks and other identifiable intangibles, some of which are classified as having an indefinite useful life and are therefore not amortized. Indefinite‑lived intangible assets and goodwill are subject to impairment testing at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. Such triggering events could include, among others, deterioration in macroeconomic conditions, increases in discount rates, adverse changes in our regulatory or competitive environment, sustained declines in forecasted cash flows for specific cash‑generating units or brands (including newly launched or developing products), underperformance of recent acquisitions, negative changes in consumer demand, brand or product rationalization or other factors outside our control. The determination of the recoverable amount of these assets involves significant judgment and is sensitive to changes in key assumptions, including projected revenues and margins, terminal growth rates and discount rates. If the carrying amount of any of our indefinite‑lived intangible assets or goodwill exceeds its recoverable amount, we would be required to recognize a non‑cash impairment charge in the period in which such determination is made. Any impairment could be material and could adversely affect our results of operations, financial condition and ability to comply with financial covenants under our debt arrangements. In addition, impairment charges may increase earnings volatility, reduce retained earnings and shareholders’ equity, and negatively impact our ability to access financing on acceptable terms.

We have a substantial amount of debt, and our substantial leverage and debt service obligations could materially adversely affect our business, financial position and results of operations and preclude us from satisfying our debt obligations.

As of June 30, 2026 and December 31, 2025, we had total indebtedness (which represents the sum of the current portion and the non-current portion of other interest-bearing loans and borrowings) in the amount of $405.9 million and $387.5 million, respectively, under the Term Loan Facility, and the Revolving Credit Facility in respect of the period ending June 30, 2026. For additional information on our current credit facilities, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities.” We anticipate that this leverage will continue, and our substantial indebtedness may:

Any of these or other consequences or events could have a material adverse effect on our business, financial condition and results of operations.

The senior credit facilities are secured and place certain assets under an enforcement risk in an acceleration scenario.

Subject to the terms of the 2025 Senior Facilities Agreement and the related security documents, the Senior Facilities are secured by the following: (i) the issued share capital of certain material group entities incorporated in England and Wales, the Ajman Free Zone, the United States, Germany, Dubai International Financial Centre and KSA; (ii) material bank accounts of our group entities incorporated in Jersey, the United States, KSA, the Ajman Free Zone, England and Wales, Germany and the Dubai International Financial Centre which are obligors under the 2025 Senior Facilities Agreement; (iii) material intercompany receivables owed to our material group entities incorporated in the United States, KSA, the Ajman Free Zone, England and Wales, Germany and the Dubai International Financial Centre which are obligors under the 2025 Senior Facilities Agreement; (iv) security over the material moveable assets (including trade receivables) of our group entity incorporated in the Ajman Free Zone; and (v) where customary, a floating charge (or equivalent) over substantially all of the existing and future assets of AIR entities incorporated in England and Wales and the United States which are obligors under the 2025 Senior Facilities Agreement (together, the “Collateral”). The Collateral has been pledged and/or charged on a first-priority basis under the security documents in favor of one or both security agents, for the benefit of the lenders under the Senior Facilities and other secured parties. If an event of default or enforcement event occurs, the agent under the 2025 Senior Facilities Agreement may, and shall if so directed by the requisite lender majority, enforce, or direct a security agent to enforce its security interests over the Collateral, which could adversely affect our business, financial condition, and results of operations.

For these purposes, acceleration or enforcement events include, among others, non-payment, breach of financial covenants, breaches of other material undertakings not remedied within applicable cure periods, cross-default to other material indebtedness, insolvency or insolvency proceedings, cessation of business, unlawfulness or invalidity of finance documents or security, misrepresentation, breach of priority agreements, audit qualification, litigation, arbitration or regulatory action that has, or is reasonably likely to have, a material adverse effect, events or circumstances that have, or are reasonably likely to have, a material adverse effect and repudiation of obligations. Upon the occurrence of such events, the agent may, and shall if so directed by the requisite lender majority, cancel any unutilized commitments and declare some or all amounts under the Senior Facilities immediately due and payable, and/or instruct the security agent to enforce the security (including exercising control over pledged accounts (including blocking or sweeping cash), enforcing share pledges and security over receivables and other assets, and otherwise realizing the Collateral). These actions could materially disrupt our operations, restrict our access to liquidity required for working capital and capital expenditures, result in a loss of control over key subsidiaries and assets, impair our ability to meet obligations to employees, suppliers and customers, and, in severe cases, lead to insolvency proceedings, any of which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to restrictive debt covenants that may limit our ability to finance our future operations and capital needs to pursue business opportunities and activities or to pay dividends.

The 2025 Senior Facilities Agreement contains covenants that limit our ability to incur and assume debt and require us to maintain a certain leverage ratio. Furthermore, the 2025 Senior Facilities Agreement limits, among other things, our ability to incur debt, pay dividends, acquire or sell certain assets, to undergo certain corporate actions (such as mergers and de‑mergers) or to create security over our assets. All of these limitations are subject to significant exceptions and qualifications. These covenants could limit our ability to finance our future operations and capital needs and our ability to pursue acquisitions and other business activities that may be in our interest.

If we fail to comply with any of these covenants, we will be in default under the 2025 Senior Facilities Agreement, and the agent could, and shall if so directed by the requisite lender majority, declare applicable amounts immediately due and payable, after any applicable cure period. In addition, any such default could lead to an event of default and acceleration under other debt instruments existing at the time of such event of default if such other debt instruments contain cross‑default or cross‑acceleration provisions. These restrictions could materially adversely affect our ability to finance future operations or capital needs or engage in other business activities that may be in our best interest.

Amounts outstanding under the Senior Facilities bear interest at floating rates that could rise significantly, increasing our costs and reducing our cash flow.

Amounts outstanding under the Senior Facilities, and future indebtedness that we may incur, bear interest utilizing, among other components, floating rates of interest, such as SOFR. These interest rates could rise significantly in the future. Although we may enter into certain hedging arrangements designed to fix a portion of these rates, there can be no assurance that hedging will be available or continue to be available on commercially reasonable terms. To the extent that interest rates or any drawings were to increase significantly, our interest expense would correspondingly increase, reducing our cash flow.

We may incur more debt in the future, which may make it difficult for us to service our debt and impair our ability to operate our businesses.

Despite our current leverage, we may incur additional debt in the future. Although the 2025 Senior Facilities Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and under certain circumstances the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our existing debt levels, the related risks that we now face would increase. In addition, the 2025 Senior Facilities Agreement does not prevent us from incurring obligations that do not constitute indebtedness under those agreements. Our inability to service our debt could have a material adverse effect on our business, financial condition and results of operations.

We require a significant amount of cash to service our debt and sustain our operations, which we may not be able to generate or raise.

Our ability to make principal or interest payments when due on our indebtedness and to fund our ongoing operations and future capital expenditures depends on our future performance and ability to generate cash, which, to a certain extent, is subject to the success of our business strategy as well as general economic, financial, competitive, legislative, legal, regulatory and other factors, as well as other factors discussed in these “Risk Factors,” many of which are beyond our control.

We cannot assure you that our business will generate sufficient cash flows from operations, that currently anticipated growth, cost savings or efficiencies will be realized or that future debt financing will be available to us in an amount sufficient to enable us to pay our debts when due or to fund our other liquidity needs including the repayment of our debt at maturity. At the respective maturities of the Senior Facilities or any other debt that we may incur, if we do not have sufficient cash flows from operations and other capital resources to pay our debt obligations, or to fund our other liquidity needs, we may be required to refinance or restructure our indebtedness.

If our future cash flows from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt on or before maturity.

The type, timing and terms of any future financing, restructuring, asset sales or other capital raising transactions will depend on our cash needs and the prevailing conditions in the financial markets. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In such an event, we may not have sufficient assets to repay any portion or all of our debt.

Risks Related to Ownership of our Ordinary Shares

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under Jersey law. The rights of holders of our Ordinary Shares are governed by Jersey law, including the Jersey Companies Law, and by the A&R Articles. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations.

Jersey is a British crown dependency and an island located off the coast of Normandy, France. Jersey is not a member of the EU. Jersey legislation regarding companies is largely based on English corporate law principles. However, there can be no assurance that Jersey law will not change in the future or that it will serve to protect investors in a similar fashion afforded under corporate law principles in the United States, which could adversely affect the rights of investors.

U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or our board of directors.

We are a corporation organized and incorporated under the laws of Jersey with our registered office and domicile in Jersey and the majority of our assets are located outside of the United States. Moreover, the majority of our directors and executive officers are not residents of the United States, and all or a substantial portion of the assets of such persons are or may be located outside the United States. As a result, investors may not be able to effect service of process within the United States upon AIR or upon such persons, or to enforce judgments obtained against AIR or such persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. It is uncertain as to whether the courts of Jersey would entertain original actions based on U.S. federal or state securities laws, or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws.

The United States and Jersey do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, may not be enforceable in Jersey, as applicable. See “Enforcement of Civil Liabilities.”

We are a holding company with no operations of our own and, as such, depend on our subsidiaries for cash to fund our operations and expenses, including future dividend payments, if any.

We are a holding company and our principal source of cash flow is distributions or payments from our operating subsidiaries. Therefore, our ability to fund and conduct our business, service our debt and pay dividends, if any, in the future depends on the ability of our subsidiaries and intermediate holding companies to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficient cash flow or limitations on the ability to repatriate funds whether as a result of currency liquidity restrictions, monetary or exchange controls or otherwise. Our operating subsidiaries and intermediate holding companies are separate legal entities, and although they are directly or indirectly wholly owned and controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends or otherwise. Further, because of our holding company structure, claims of the creditors of our subsidiaries, including trade creditors, banks and other lenders, effectively have priority over any claims that we may have with respect to the assets of these entities. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to us is limited in any way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

We do not have any current plans to pay dividends, but management will continue to assess in the foreseeable future. Various factors may limit our ability to declare and pay dividends.

Our board of directors has discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by the board of directors. Accordingly, investors may need to rely on sales of our Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on an investment. There is no guarantee that our Ordinary Shares will appreciate in value or that the market price of our Ordinary Shares will not decline.

The Kingsway Holders have the ability to exert significant influence in matters requiring a shareholder vote and could delay, deter or prevent a change in control.

The Kingsway Holders beneficially own at least 60% of our Ordinary Shares and exercise majority voting control over us, which may limit the ability of other shareholders to influence corporate matters and could delay or prevent a change in corporate control.

The Kingsway Holders may have the ability to exercise control in determining the outcome of corporate transactions or other matters, including (i) making amendments to our business that are put to a shareholder vote; (ii) certain issuances of additional Ordinary Shares or raising any other equity or debt financings; (iii) election of directors; and (iv) any merger, consolidation or significant corporate transactions. The interests of the Kingsway Holders may not always be aligned with our interests or the interests of our other shareholders. The Kingsway Holders may from time to time make strategic decisions that they believe are in the best interests of our business as a whole, and these decisions may be different from the decisions that we would have made on our own. Furthermore, the Kingsway Holders’ decisions with respect to us or our business may be resolved in ways that favor the Kingsway Holders and, therefore, the Kingsway Holders’ own stakeholders, which may not be in our best interests or the best interest of our other shareholders.

In addition, this concentration of ownership may harm the value of our Ordinary Shares by, among other things, delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combination or causing us to enter into transactions or agreements that are not in the best interests of all of our shareholders.

Our PFIC status could result in adverse U.S. federal income tax consequences to U.S. Holders.

In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Cash and cash equivalents generally are passive assets. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation.

The annual PFIC income and asset tests in respect of us are applied based on the assets and activities of our business. Based on the composition of our gross assets and income and the manner in which we expect to operate our business in future years, we do not expect to be classified as a PFIC for U.S. federal income tax purposes for our current taxable year or in the foreseeable future. However, changes in the composition of our income or composition of our assets may cause us to be or become a PFIC for the current or subsequent taxable years. Whether we are treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty. If we are treated as a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder, such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. For a further discussion, see “Taxation—Material U.S. Federal Income Tax Considerations for U.S. holders.” U.S. holders of our Ordinary Shares are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of our Ordinary Shares.

Our A&R Articles contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares at a premium.

Our A&R Articles contain provisions to limit the ability of others to acquire control of us or cause us to engage in change-of-control transactions, including, among other things:

These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction. With our staggered board, at least two annual meetings of shareholders will generally be required in order to effect a change in a majority of our directors. Our staggered board can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of the board in a relatively short period of time.

Risks Related to this Offering by the Selling Shareholders

Sales of a substantial number of Ordinary Shares in the public market by the Selling Shareholders and/or by our existing shareholders could cause the price of our Ordinary Shares to fall.

Pursuant to the A&R Registration Rights Agreement entered into in connection with the Business Combination, we have registered on the registration statement of which this prospectus forms a part the Ordinary Shares received by the Selling Shareholders upon consummation of the Business Combination. The Selling Shareholders can sell, under this prospectus, up to 154,623,867 Ordinary Shares, constituting approximately 96.4% of our issued and outstanding Ordinary Shares as of the Closing Date.

Sales of a substantial number of Ordinary Shares in the public market by the Selling Shareholders and/or by our other existing shareholders, or the perception that those sales might occur, could depress the market price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional shares. We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares.

Risks Related to Being a Public Company

The price of our Ordinary Shares may be volatile, and the value of our Ordinary Shares may decline.

The trading price of our Ordinary Shares may be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause investors to lose all or part of their investment in our Ordinary Shares. Factors that could cause fluctuations in the trading price of our Ordinary Shares include the following:

These and other factors may cause the market price and demand for our Ordinary Shares to fluctuate substantially, which may limit or prevent investors from readily selling their shares and may otherwise negatively affect the liquidity of our Ordinary Shares. In addition, price volatility may be greater if the public float and trading volume of our Ordinary Shares is low. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of our Ordinary Shares, we may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

Our share price may be exposed to additional risks because our business became a public company through a “de-SPAC” transaction. There has been increased focus by government agencies on such transactions, and we expect that increased focus to continue, and we may be subject to increased scrutiny by the SEC and other government agencies as a result, which could adversely affect the price of our Ordinary Shares.

A market for our Ordinary Shares may not develop, which could adversely affect the liquidity and price of our shares.

The price of our Ordinary Shares may fluctuate significantly due to general market and economic conditions. An active trading market for our Ordinary Shares may never develop or, if developed, may not be sustained. In addition, the price of our Ordinary Shares can vary due to general economic conditions and forecasts, our general business conditions and the release of our financial reports. Additionally, if our Ordinary Shares are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if they were quoted or listed on Nasdaq or another national securities exchange. Investors may be unable to sell their Ordinary Shares unless a market can be established or sustained.

Our issuance of additional share capital in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute existing shareholders and may increase the number of our Ordinary Shares eligible for resale, which could depress the market price of our shares.

We expect to issue additional share capital that will result in dilution to all other shareholders. Following the expiration of the lock-up period, we expect to issue 1,152,449 Ordinary Shares to satisfy the vested and outstanding incentive awards granted to employees and other service providers of AIR. Furthermore, we have adopted the Incentive Plan, the total size of which equals 10% of our outstanding issued shares as of immediately after the Closing and will be increased annually by an amount equal to 3% of the outstanding issued shares as of the last day of the fiscal year (or such smaller number as determined by the Board). To the extent awards are made under the Incentive Plan, including without limitation the Company Top Up Awards, Retention Awards and AIR Global Earnout RSU Awards, and upon the expiration of the lock-up period, additional Ordinary Shares will be issued, which will result in dilution to our shareholders and increase the number of our Ordinary Shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such securities may be exercised or otherwise settled in Ordinary Shares could adversely affect the market price of our Ordinary Shares.

We may seek additional capital through a combination of public and private equity offerings, debt financings and strategic partnerships and alliances. As part of our business strategy, we may acquire or make investments in companies, solutions or technologies and issue equity securities to pay for any such acquisition or investment. To the extent that we raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will be diluted, the per share value of our Ordinary Shares may decline and the terms of the securities may include liquidation or other preferences that may be senior to your rights as a holder of our Ordinary Shares. Any indebtedness we incur would result in increased payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. Any debt or additional equity financing that we raise may contain terms that are not favorable to us and holders of our Ordinary Shares.

We cannot predict the size of future issuances of our Ordinary Shares or securities convertible into our Ordinary Shares or the effect, if any, that future issuances and sales of our Ordinary Shares will have on the market price of our Ordinary Shares. Sales of substantial amounts of our Ordinary Shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Ordinary Shares.

Future resales of our Ordinary Shares may cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.

Pursuant to the lock-up agreements described in the section “Shares Eligible for Future Resale — Lock-Up,” following the consummation of the Business Combination and subject to certain exceptions, the Sponsor and the AIR Shareholders were contractually restricted from selling or transferring any of their respective Ordinary Shares. Such restrictions began at Closing and will end on the date that is six months after Closing, except to a Permitted Transferee, as defined and expressly permitted by the Business Combination Agreement or Sponsor Support Agreement. See “Shares Eligible for Future Resale — Lock-Up.”

Following the expiration of such lock-up agreements, the Sponsor and the AIR Shareholders are not restricted from selling our Ordinary Shares held by them, other than by applicable securities laws. The Sponsor and the AIR Shareholders collectively beneficially own at least 84.9% of our outstanding Ordinary Shares. The sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of our Ordinary Shares, and the market price of our Ordinary Shares could decline if the holders of these shares sell them or are perceived by the market as intending to sell them.

Certain AIR Shareholders control us, and their interests may conflict with ours or yours in the future.

Collectively, the AIR Shareholders beneficially own approximately 94% of the outstanding Ordinary Shares (including the AIR Earnout Shares and excluding Ordinary Shares issuable on exercise or settlement of the Assumed Conditional Awards and under the Incentive Plan). Even if and when these shareholders cease to own a majority of our outstanding Ordinary Shares, for so long as they continue to own a significant percentage of our Ordinary Shares, these shareholders may still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring shareholder approval

through their collective voting power. Accordingly, for such period of time, these shareholders may have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as these shareholders continue to own a significant percentage of our outstanding Ordinary Shares, these shareholders may be able to cause or prevent a change of control or a change in the composition of our board of directors and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares as part of a sale of us and ultimately might affect the market price of our Ordinary Shares.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. While we remain an “emerging growth company,” we are permitted to, and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation.

Furthermore, even after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies.

We will remain an “emerging growth company” until the earlier of (i) the last day of the fiscal year (1) following the fifth anniversary of the consummation of the Business Combination, (2) in which we have total annual gross revenue of at least $1.235 billion, or (3) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates equaled or exceeded $700 million as of the end of that year’s second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We cannot predict if investors will find our Ordinary Shares less attractive if we choose to rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares, and our share price may be more volatile.

We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and (iii) the sections of the Exchange Act imposing liability for insiders who profit from trades.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year.

As a result of all of the above, investors may receive less or different information about us than would be received about a U.S. domestic public company and may not have the same protections as shareholders of a company that is not a foreign private issuer.

As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members; regularly scheduled executive sessions with only independent directors each year; independent director oversight of executive compensation, nomination of directors and corporate governance matters; and the audit committee is required to have at least three members. Additionally, Nasdaq’s rules require that a listed company obtain, in specified circumstances, shareholder approval to adopt and materially revise equity compensation plans, as well as shareholder approval prior to an issuance (a) of more than 1% of its ordinary shares (including derivative securities thereof) in either number or voting power to related parties, (b) of more than 20% of its outstanding ordinary shares (including derivative securities thereof) in either number or voting power or (c) that would result in a change of control. As a foreign private issuer, we are permitted, and we intend, to follow certain home country corporate governance practices in lieu of the foregoing Nasdaq requirements.

We intend to follow home country practice in lieu of Nasdaq Rule 5635, which generally requires shareholder approval for (a) an acquisition of shares or assets of another company that involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% or more shareholder has greater than a 5% interest in the target company or the consideration to be received, (b) the issuance of shares leading to a change of control, (c) adoption or material amendment of equity compensation arrangements and (d) issuances of 20% or more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via a private placement (and/or via sales by directors, officers or 5% or more shareholders) if such equity is issued or sold below a specified minimum price. We cannot give any assurances that we will follow these or other Nasdaq corporate governance requirements in the future and may therefore rely instead on additional available Nasdaq exemptions that would allow us to follow our home country practice. Unlike the requirements of Nasdaq generally applicable to a listed company that is not a “foreign private issuer,” we are not required, under the corporate governance practice and requirements in Jersey, to have our board of directors consist of a majority of independent directors, nor are we required to have a remuneration committee or a nomination or governance committee consisting entirely of independent directors, or have regularly scheduled executive sessions with only independent directors each year, and shareholder approval is neither required for equity compensation plans and material revisions to those plans nor the issuance of 20% or more of our outstanding ordinary shares (including derivative securities thereof) in either number or voting power or an issuance that would result in a change of control. If we decide to follow some or all of these home country practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. For additional information, see the section of this prospectus entitled “Management — Foreign Private Issuer Exemption.”

As a “controlled company” within the meaning of the rules of Nasdaq, we will qualify for certain exemptions from Nasdaq corporate governance requirements.

In the event we no longer qualify as a foreign private issuer, we may rely on the “controlled company” exemption under Nasdaq corporate governance rules. A “controlled company” under Nasdaq corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group or another company. Our principal shareholder controls a majority of the voting power of our outstanding ordinary shares, making us a “controlled company” within the meaning of Nasdaq corporate governance rules. As a “controlled company,” we are eligible to elect not to comply with certain Nasdaq corporate governance standards, including the requirement that a majority of directors on our board of directors are independent directors and the requirement that our compensation committee and our nominating and corporate governance committee consist entirely of independent directors. We do not currently intend to take such exemptions. See also “Management.”

If we decide to take advantage of any exemptions from Nasdaq corporate governance requirements as a “controlled company,” our shareholders may not have the same protection afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

We will incur increased costs and obligations as a result of being a public company.

As a privately held business, we have not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that our board of directors and management must devote to complying with these rules and regulations. Our management expects these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenue-generating activities.

Furthermore, the need to establish and further develop the corporate infrastructure demanded of a public company may divert management’s attention from its focus on our business strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

If we are unable to maintain an effective system of internal controls and compliance, our business and reputation could be adversely affected.

While we manage regulatory compliance by monitoring and evaluating our internal controls to ensure that we are in compliance with all relevant statutory and regulatory requirements, there can be no assurance that deficiencies in our internal controls and compliance will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in a timely manner or at all. There are inherent limitations to the effectiveness of any system of controls and procedures, including the possibility of human error, the circumvention or overriding of the controls and procedures

and reasonable resource constraints. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with our policies and procedures may deteriorate. As we continue to grow, there can be no assurance that there will be no instances of non-compliance with statutory requirements, which may subject us to regulatory action, including monetary penalties, which may in turn adversely affect our business and reputation.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

We have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

In the course of the preparation of our financial statements for the year ended December 31, 2024, we identified certain control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses. The material weaknesses are:

These material weaknesses contributed to the following additional material weaknesses:

Since identifying the material weaknesses described above, we have made significant progress in implementing our remediation plan. These remediation measures are ongoing and include, among other things, hiring and training additional accounting and finance personnel with expertise in IFRS accounting, SEC reporting and internal controls over financial reporting, supplemented by external consultants in locations where qualified candidates have not been available; designing and implementing controls over the period-end financial reporting process, which are now operating within the regular period-end close; commencing commercial contract remediation within the order-to-cash process, including reconciliation controls with management review of cut-off; enhancing the precision and documentation of management review controls (including those over account reconciliations and journal entries) with a focus on segregation of duties and pre-posting approval workflows, with journal entry workflow design finalized and account reconciliation controls deployed on a common platform; designing and implementing ITGCs to manage system access, program change controls and periodic user access reviews, with audit-trail configuration and logging completed and validation in progress; designing entity-level monitoring controls, which are currently under implementation and establishing a

framework to evaluate the completeness and accuracy of information used in control performance, with key-report testing planned for the second half of 2026. While these measures have advanced from design into initial operation, we are continuing to build operating-effectiveness evidence across the remaining 2026 reporting cycles. We cannot assure you that these measures will fully remediate the material weaknesses described above. The timing of when we will be able to remediate the material weaknesses is uncertain, and we may not be in a position to conclude that these material weaknesses have been remediated during the year ended December 31, 2026 or any subsequent period.

If we are unable to successfully remediate the existing material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting and the price of our Ordinary Shares may be adversely affected, and we may be unable to maintain compliance with the applicable stock exchange listing requirements. Implementing any appropriate changes to our internal control over financial reporting may divert the attention of our management and employees, entail substantial costs to modify our existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal control over financial reporting, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and harm our business.

We are subject to Section 404, which requires that we include a report of management on, among other things, the effectiveness of our internal control over financial reporting in our second annual report on Form 20-F. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” If we identify any additional material weaknesses in our internal control over financial reporting in the future, or if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which could result in the restatement of our financial statements and cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets and harm our results of operations. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions.

If we do not meet the expectations of equity research analysts, if they do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Ordinary Shares, the price of our Ordinary Shares could decline.

The trading market for our Ordinary Shares will rely in part on the research and reports that equity research analysts publish about us and our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If our results of operations are below the estimates or expectations of public market analysts and investors, the price of our Ordinary Shares could decline. Moreover, the price of our Ordinary Shares could decline if one or more securities analysts downgrade our Ordinary Shares or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders pursuant to this prospectus.

The Selling Shareholders will pay all incremental selling expenses relating to the sale of their Ordinary Shares, including underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the Selling Shareholders. We will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.

DIVIDEND POLICY

We have not paid any cash dividends on our equity securities to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our board of directors. It is currently not expected that our board of directors will declare any dividends in the foreseeable future. Further, our ability to declare dividends may be limited by the terms of financing or other agreements we or our subsidiaries enter into from time to time.

We have not identified a paying agent in relation to any payment of cash dividends.

The following table sets forth our cash, cash equivalents and capitalization as of June 30, 2026.

The information in this table should be read in conjunction with the financial statements and notes thereto and other financial information included in this prospectus and any prospectus supplement and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Our historical results do not necessarily indicate our expected results for any future periods.

The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements and the related notes of AIR Limited, appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans, objectives, expectations, projections, and strategy for our business, includes forward-looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those set forth under the “Risk Factors” section and elsewhere in this prospectus, our actual results could differ materially from the results described in or implied by these forward-looking statements contained in the following discussion and analysis. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a leading global producer of branded flavored molasses (commonly known as “hookah,” “shisha” or “mu’assel”), a tobacco-based mixture that is commonly around 15% to 25% tobacco by weight and typically inhaled via a water pipe. We estimated our global market share to be approximately 36% to 44% in the markets in which we operate (excluding Russia and Turkey) as of December 31, 2024, according to the 2025 Market Assessment Report. In particular, we hold approximately 60% to 65% market share in the United States, 50% to 55% market share in KSA, 20% to 30% market share in Germany and 30% to 40% market share in Spain by sales volume as of December 31, 2024 within the flavored shisha category. We consider ourselves the only global market participant in the branded flavored molasses industry, with our sales volume surpassing the estimated combined share of our next four competitors, who remain regional or local, as of December 31, 2025.

We produce and sell branded flavored molasses through a variety of sales channels, including directly to consumers and through distributors and licensed retailers, in over 90 markets worldwide, according to internal company data. Our products are enjoyed by consumers both at home and in leisure venues such as lounges and hospitality establishments, including HoReCa. According to the 2025 Market Assessment Report, based on our sales data and internal calculations, approximately 65% of global flavored molasses volume is estimated to be consumed at home and only 35% in lounges (assuming consumption formats of 500g and above is for lounges and under 500g for home consumption), while approximately 85% of the total consumer spend on flavored molasses is estimated to occur in lounges, with 15% at home (assuming consumers pay approximately 10x price in a lounge for a session compared to equivalent retail price of molasses for home consumption), which illustrates the importance of lounges in the value chain.

We are committed to innovation, exemplified by our development of new, non-combustible products (often referred to in the industry as “next generation products” or “reduced risk nicotine products”) such as OOKA, our charcoal-free, electrically heated hookah, and recent launch of VANT, a vaping product which we anticipate will be the first advanced inhalation system of its kind. While our focus on innovation and creating an attractive lifestyle experience positions us to enter and grow in new markets, our established expertise in flavored molasses under our FSM Business, such as Al Fakher, NameLess and Al Aseel brands, solidifies our continued brand excellence in regions with a rich tradition of hookah consumption, such as Egypt and the GCC countries. This dual focus makes our brand both “local” and “global.”

Our geographic reach, which spans over 90 markets across the Middle East, Africa and Asia (“MEAA”), Europe and North America, is supported by an extensive network of distributors. We primarily sell our products to wholesalers, who then supply them to retailers and on-premises channels and also through direct-to-consumer channels. This distribution chain is hookah-focused and generally operates separately from the wider global tobacco product network (e.g. cigarettes), minimizing cross-category competition. Further, retailers and on-premises channels often provide the requisite hardware and consumables, such as water pipes, tongs and charcoal, that we do not typically produce. We believe that our third-party distributors and wholesalers are also motivated to grow the product category due to the substantial margins available within the value chain.

Our revenue was $399.7 million and $206.9 million for the year ended December 31, 2025 and the six months ended June 30, 2026, respectively. For the year ended December 31, 2025 and the six months ended June 30, 2026, our operating profit/(loss)was $83.2 million and ($63.6) million, respectively. Our profit/(loss) was $46.8 million and ($81.8) million for the year ended December 31, 2025 and the six months ended June 30, 2026, respectively, and Adjusted EBITDA was $139.3 million and $71.7 million for the year ended December 31, 2025 and the six months ended June 30, 2026, respectively.

Our extensive product portfolio was organized into the four following segments as of December 31, 2025: (i) Core – Americas (ii) Core – Europe (iii) Core – MEAA and (iv) New Growth Categories (the “NGCs”).

In June 2026, Management made the decision to re-name these segments to enable better understanding, changing ‘Core’ to ‘Flavored Shisha Molasses’ (‘FSM’). No other changes were made in respect of the segments or the revenues and Adjusted EBITDA that they represent. Accordingly, as at June 30, 2026, the portfolio is organized as follows: (i) FSM Americas (formerly Core –

Americas); (ii) FSM – Europe (formerly Core – Europe); FSM – MEAA (formerly Core – MEAA), and New Growth Categories (the “NGCs”) which remains:

The Business Combination

On November 7, 2025, AIR Limited, CAEP, AIR Global, Cayman Merger Sub and Jersey Merger Sub entered into the Business Combination Agreement, pursuant to which the parties thereto consummated the Business Combination on May 15, 2026. The Business Combination Agreement contained customary representations and warranties, covenants, closing conditions and other terms relating to the Mergers and the other transactions contemplated thereby.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the parties to the Business Combination Agreement undertook a series of transactions pursuant to which, among other things (i) at the Cayman Effective Time, Cayman Merger Sub merged with and into CAEP, with CAEP surviving the merger as a wholly owned subsidiary of AIR Global, and (ii) at the Jersey Effective Time, Jersey Merger Sub merged with and into AIR Limited, with AIR Limited surviving the merger as a wholly owned subsidiary of AIR Global.

Following the satisfaction of the conditions set forth in the Business Combination Agreement, the Closing occurred on May 15, 2026. The Cayman Merger was consummated by the filing of a plan of merger with the Registrar of Companies of the Cayman Islands in accordance with the Companies Act (As Revised) of the Cayman Islands, and the Jersey Merger was consummated pursuant to the Companies (Jersey) Law 1991 (as amended).

Key Factors Affecting Our Results of Operations

Our Ability to Optimize Our Product Mix and Our Pricing Strategy

Our success relies on effectively optimizing our product mix by fostering brand loyalty among existing products as well as our ability to diversify our offerings and expand our current brand portfolio to respond to evolving consumer preferences. In particular, consumer choice regarding flavor selection and consumption frequency is a significant driver of our business, impacting our capacity to design and manufacture flavors that align with consumer preferences and demand. Consumers of shisha, particularly those who are more familiar with the practice, have distinct flavor preferences, which significantly impact brand loyalty due to the inherent challenge of replicating flavor profiles across different producers. Successfully identifying and catering to these preferences is crucial for fostering brand loyalty and positively influencing our results of operations.

In addition, we seek to optimize our flavored molasses product mix through the introduction of our brands, such as Al Fakher, NameLess and Al Aseel, our modern nicotine pouches, including Crown Gems and Al Fakher branded pouches, as well as our inhalation devices, including Crown vapes, OOKA and VANT. We also have significantly invested in developing our new brands and products, particularly OOKA, which has a limited sales history. Adoption of our new brands and products will be important to increasing our revenues. Our top-selling Al Fakher products represent a significant portion of our total sales. For the year ended December 31, 2025 and the six months ended June 30, 2026, our flavored molasses products in our FSM Business includes Al Fakher, Shisha Kartel, Zødiac, Crown Bar and e-commerce (including third-party products), which accounts for substantially all of our revenue in each period. In the past, we implemented annual incremental pricing for our Al Fakher products. In addition, we have

strategically introduced premium offerings under our Shisha Kartel and Zødiac brands. These flavored molasses products are positioned at higher price points, enabling us to capture higher gross margins. This approach reflects our broader premiumization strategy of diversifying our portfolio to include aspirational, higher-value products that appeal to evolving consumer preferences. Our results of operations are, and will continue to be, positively impacted by our ability to drive margin expansion through brand-led product differentiation and premiumization.

Our performance additionally relies on optimizing our pricing strategy, which is primarily aimed at positioning our products within the premium segment of our Focus Markets, including the US, KSA and Europe. This approach enables us to command a price premium over both direct competitors in flavored molasses and indirect competitors offering alternative inhalation products. Our pricing strategy can be impacted by various factors, including the diverse geographical markets in which we operate, each characterized by unique pricing environments and varying levels of consumer disposable income. In jurisdictions with higher consumer discretionary spending, we typically achieve greater margins due to increased pricing flexibility. Robust regulatory and tax regimes in these areas also contribute to a higher baseline cost, which makes consumers less sensitive to incremental price increases. Our margins and pricing strategy also vary based on consumption settings, as home consumption tends to foster stronger brand loyalty, allowing us to implement more aggressive pricing strategies, while lounge-based markets are more price sensitive, necessitating less aggressive pricing strategies and resulting in lower margins.

Regulations around stock keeping units (“SKU”) in the markets in which we operate and choice of SKU offerings also influence our margins. We offer our flavored molasses products in a range of packaging formats designed to accommodate diverse customer requirements and distribution channels. The 50g SKU is our leading product by volume for home consumption, its compact size allowing for premium pricing and enhanced gross margins. Conversely, the 1kg pack constitutes the most economically advantageous option, which is primarily preferred by shisha lounges and other commercial establishments procuring in bulk. The prevalence of each SKU may exert varying effects on our margin performance across different sales channels.

In addition, compliance with regulatory guidelines pertaining to tobacco products may result in limitations on approved package sizes, which, in turn, influences both our packaging strategy and operational planning. These factors are largely out of our control but can impact our sales and margins if any new regulations impose new restrictions on the SKUs we are allowed to sell in any of our markets.

Macroeconomic Trends

Macroeconomic factors affect consumer spending patterns and thereby our results of operations. These factors include general economic conditions, inflation, consumer confidence, employment rates, business conditions, the availability of credit, interest rates, tax rates, fuel, energy and freight costs and impacts of public health crises. Factors that impact consumer discretionary spending, which remains volatile globally, and their disposable income levels, continue to create a complex and challenging retail environment for our products. By diversifying our product offering and consumer geographical concentration, we also reduce our exposure to impacts on our business from macroeconomic volatility, including as a result of economic downturns in a single region. We intend to continue to evaluate and adjust our operating strategies to help further mitigate any impacts on our results of operations resulting from broader macroeconomic conditions, while remaining focused on the long-term growth of our business.

In addition to the macroeconomic factors described above, geopolitical instability resulting from military conflicts may also adversely affect our business and results of operations. For example, in late February 2026, military strikes by the United States and Israel on Iran triggered significant regional instability, including Iranian retaliatory attacks across the Middle East affecting countries in the region which collectively account for a material portion of our revenues.

Historically, maritime shipping was the primary mode of shipment for products manufactured at our UAE facilities to the markets supplied by those facilities, including the United States. Following the disruption to shipping through the Strait of Hormuz, we rerouted the majority of our maritime shipments via land-based transportation to ports on the Gulf of Oman, including ports in Oman and the UAE ports of Fujairah and Khor Fakkan, which are outside the Strait of Hormuz, using land-based routes through the KSA. We also redeployed portions of production to our Poland facility for product supply intended for the U.S. market that was previously shipped from our UAE facilities. In the KSA, our business has not been materially affected by this disruption, as deliveries to the KSA do not pass through the Strait of Hormuz.

The measures we have implemented have alleviated the initial disruption to our distribution logistics. However, use of alternative routes resulted in incremental transportation expenses and longer delivery times, while redeployment to the Poland facility resulted in product cost inflation due primarily to higher labor costs at that facility. We incurred, and expect to continue to incur, additional incremental shipping costs as we use alternative routes for deliveries to and from our UAE facilities.

In addition, the disruption to shipping through the Strait of Hormuz has in the past affected the logistics for importing raw materials required to produce our products at our UAE facilities. We have experienced some delays and cost inflation associated

with importing materials via alternative transportation routes. Any intensified disruption could, however, adversely affect our production planning, inventory management, fulfillment timelines and cost of sales.

Although some traffic through the Strait of Hormuz has resumed, conditions in the region remain uncertain. We continue to monitor the evolving situation and may take additional measures to address logistics disruptions; however, we cannot predict the ultimate scope or duration of this conflict or its effects on our business, financial condition or results of operations.

Our Ability to Improve our Distribution Channels and Achieve E-Commerce Growth

We distribute our products through a combination of (i) our in-house distribution operations, including our own e-commerce channels in the United States and Germany, and (ii) third-party importers and distributors worldwide. Variations in our distribution mix between our in-house channels and third-party distribution partners across periods can lead to changes in our overall gross and operating margins, as sales through our in-house distribution channels generally deliver higher average selling prices and higher gross and operating margins by removing intermediaries, notwithstanding higher logistics, warehousing and personnel costs. Sales through wholesale or distribution partners typically carry lower margins despite greater scale and cost efficiency. Our revenue has been generated through our internal distribution network, including our e-commerce channels, and through third‑party distributors. Our transition to a more e-commerce-based distribution in 2023, which led to a temporary dip in financial performance during that year, helped reposition our business to sell our products with higher margins, better pricing and improved customer service.

Expanding our direct channels can enable us to capture a larger share of the value chain from distribution to retail, increase price flexibility with wholesalers and offer more competitive pricing to stimulate demand. Accordingly, our future results will depend on our ability to (i) grow e‑commerce and other in‑house distribution and (ii) optimize our channel mix to reduce intermediary margins while maintaining efficient market coverage.

Our Ability to Manage Volatility in Raw Materials and Production Costs

Our ability to manage volatility in raw materials costs and production costs is crucial to our operations, particularly in the production of flavored molasses. Raw materials constitute the majority of our production costs, with key inputs including tobacco leaf, flavorings and additives, glycerin and fructose. Since the introduction of our Zødiac brand, we also source tea leaves, which we use in our Zødiac products, from suppliers located in Europe and North America. As of December 31, 2025, tobacco leaf represents the largest proportion of our total raw materials expense, excluding packaging. The cost of tobacco leaf is influenced by factors such as supply and demand, climate conditions, harvest yields, currency fluctuations, inflation rates, agricultural input prices and energy costs. Our production costs are affected by the volume, type and quality of tobacco purchased, which can vary annually based on production volumes. Historically, tobacco leaf prices have remained stable, and we source tobacco from a diversified supply base in Europe, aiming to mitigate the risk of any supply disruptions. We also aim to hedge against short-term fluctuations in tobacco leaf prices through entering into forward contracts with suppliers of approximately 18-months. See also “Risk Factors—Risks Related to Our Business and Industry—We may encounter significant challenges in securing adequate supplies of tobacco leaf and other raw materials due to fluctuations in availability or prices, which could have a material adverse effect on our business, financial condition and results of operations.”

The price of glycerin, similar to other global commodities, has experienced fluctuations due to the global market for palm oil and biodiesel. In the first half of 2026, regional disruption rendered our contracted supply sources for glycerin temporarily unavailable, and we were required to secure continuity of supply through short-term contracts at prices significantly above normal market conditions, which contributed to higher input costs during the period.While we believe our diversified supply chain and the commoditized nature of most raw materials that we source largely insulate us from risks related to pricing and quality, we are unable to predict any potential impact on our results of operations as a result of price fluctuations of our raw materials and any disruptions to our supply chain in the future.

In addition, the specialized nature of flavoring composition in our products poses potential challenges, particularly if disruptions occur with our flavor ingredient suppliers or if our competitors acquire similar flavor ingredients. As flavorings can differ significantly between suppliers, any disruptions with our flavoring suppliers, who are located in Europe, could cause disruptions in the production of particular flavors of our products and significantly impact our business in the short to medium term. While we negotiate pricing and supply agreements with our raw material flavor suppliers on an annual basis, our costs remain subject to commodity price fluctuations and other market dynamics that suppliers may pass through to us.

Similarly, our business could be adversely impacted if our competitors acquire key flavor ingredients that distinguish our products from other brands. To safeguard against competitors obtaining similar flavor ingredients, we incorporate exclusivity terms in our agreements with these suppliers. Despite these measures, we cannot fully predict future disruptions in the supply of key flavor ingredients or entirely prevent competitors from accessing them, which could negatively impact our results of operations. See also “Risk Factors––Risks Related to our Business and Industry— We rely on specific third-party suppliers and manufacturers for our flavoring ingredients and technology components.”

Our business could also be adversely affected by supply issues and counterfeiting issues. In 2023, our UAE distributor went into liquidation, which resulted in some temporary supply issues that contributed to a decline in our financial performance that year. Any future supply issues could adversely impact our financial performance. Our business also has on occasion been adversely affected in the past by product counterfeiting, notwithstanding our efforts to diligently monitor counterfeiting and work with local officials to combat this activity.

Regulation

The regulatory framework for shisha consumption varies widely by jurisdiction, requiring adept navigation to ensure compliance. Evolving laws concerning shisha advertising, public consumption, packaging standards and retail restrictions may also affect the availability and competitiveness of our products. Notable regulatory changes, such as Germany’s 25g packaging restriction (before its repeal in July 2024) have impacted our product availability, SKU rationalization, and compliance costs. See also “––Our Ability to Optimize Our Product Mix and Our Pricing Strategy.” Regulatory changes may also lead to temporary product withdrawals, rebranding initiatives or demand shifts that affect revenue and margin. As we seek to expand our operations, entering new markets may present additional regulatory challenges as stringent regulations on advertising and consumption of tobacco and shisha products can hinder new entrants from building consumer awareness and establishing a presence.

OOKA, a charcoal-free, electrically heated hookah waterpipe launched in March 2023, and OOKA pods are subject to regulations concerning the contents of the pods, such as tobacco-related rules for flavored molasses. Although we have not yet experienced increased regulatory scrutiny for OOKA, future regulations if any, could affect our operations. Additionally, our e-commerce and digital assets portfolio, which focuses on selling flavored molasses and hookah products, may face heightened regulatory scrutiny as the regulatory landscape continues to evolve. For further discussion, see “Risk Factors — Risks Related to Regulatory, Legal and Taxation Matters” and “Business— Regulation.”

Taxation

The tobacco industry is heavily regulated and subject to various excise and other taxes, which have historically impacted and are expected to continue impacting our results of operations. Excise tax frameworks on tobacco and shisha products vary widely by jurisdiction and are subject to frequent revision. The levels of excise tax, VAT and other taxes on tobacco and shisha significantly influence the retail pricing of our products, as these taxes are incorporated into the retail sale price of our products in most countries where we operate. While we generally aim to pass on excise tax increases to consumers, reflecting part or all of the tax increase through higher sales prices may reduce consumption or shift demand towards lower-priced products or different brands. Conversely, absorbing a tax increase without a corresponding sales price adjustment would directly reduce our profitability. Increases in excise taxes can also drive the growth of the illicit duty-not-paid market, negatively impacting our margins as our duty-paid products compete with counterfeit products or those smuggled from lower excise tax jurisdictions. This substitution exerts downward pressure on our margins, particularly in jurisdictions with higher excise taxes as our margins are typically higher in jurisdictions with higher excise taxes.

In addition, general corporate tax changes also affect our operations. For example, our U.K. rates increased from 19% to 25% in April 2023. Additionally, effective June 1, 2023, the UAE introduced a federal corporate tax regime, imposing a 9% tax rate on taxable income exceeding AED 370,000. In alignment with the OECD’s global minimum tax framework, effective January 1, 2025, the UAE implemented a 15% minimum top-up tax on multinational enterprises with annual consolidated revenues of at least €750 million. Such corporate tax increases likewise require careful consideration in our financial planning, as they impact our overall tax liabilities and influence our strategic decisions across different jurisdictions. For further discussion, see “Risk Factors — Risks Related to Regulatory, Legal and Taxation Matters.”

Acquisitions and Divestments

We consider our ability to successfully acquire or divest businesses in line with our long-term strategy as a key factor affecting our results of operations. From time to time, we have supplemented our organic growth with acquisitions and strategic investments focused primarily on increasing our distribution capabilities and our product offering. For example, in June 2026, we made a strategic equity investment in Greentank Innovations Corp. (“Greentank”), a global leader in advanced vaporization hardware and technology, to deepen our partnership and support our focus on product innovation, including with respect to our Crown Switch electronic vape products. In 2022, we acquired Shisha-World and Global Hookah, some of the largest shisha-focused e-commerce platforms in Germany and the United States, respectively. Additionally, from time to time, we may divest certain assets that are not central to our business or that we believe are better suited to being run by experienced local partners. In addition to the impact acquisitions and divestitures have on our financial results generally, we have in the past and may from time to time in the future incur write-downs, impairments, restructuring or other charges relating to such activities.

Restructuring Activities

As part of our preparation for a potential initial public offering, we undertook a comprehensive program of corporate restructuring initiatives in 2024 and 2023 across key markets, including KSA, the UAE, and the United States. These actions included restructuring key operating units, realigning reporting lines, simplifying the organizational structure, and strengthening our overall control environment. The program also involved severance and exit costs associated with staffing changes, as well as legal and administrative efforts to streamline and optimize our legal entity structure and governance model. In addition, the one-off restructuring costs included fees charged by external consultants engaged to advise on EU restructuring matters, including planning and execution. We also incurred costs related to consolidating multiple premises in the United States into a single central location as part of a broader operational efficiency initiative. These activities were carried out specifically to support public company readiness and to establish a more efficient and controlled operating framework. While the internal restructuring program has been substantially completed, we have continued to incur certain restructuring-related costs in 2025 and the first half of 2026 in connection with the finalization of these initiatives, including severance costs and legal and advisory fees.

Reportable Segments

We report our results in four segments, which consist of (i) FSM – Americas, (ii) FSM – Europe, (iii) FSM – MEAA and (iv) New Growth Categories (the “NGCs”). Our FSM Business includes the production and sale of traditional shisha tobacco under the Al Fakher, NameLess, Al Aseel and other brands, distributed through wholesale, retail and direct-to-consumer channels, as well as various royalty arrangements linked to Al Fakher brand. Our NGCs segment covers our Crown Switch next-generation vape platform, Crown Gems and Al Fakher branded nicotine pouches, and inhalation devices including OOKA and VANT.

In June 2026, Management made the decision to re-name these segments to enable better understanding, changing ‘Core’ to ‘Flavored Shisha Molasses’ (‘FSM’). No other changes were made in respect of the segments or the revenues and Adjusted EBITDA that they represent. Accordingly, as at June 30, 2026, the portfolio is organized as follows: (i) FSM Americas (formerly Core – Americas); (ii) FSM – Europe (formerly Core – Europe); FSM – MEAA (formerly Core – MEAA), and New Growth Categories (the “NGCs”) which remains.

We believe Adjusted EBITDA is a useful measure as it enables management to evaluate the performance of our main operations and provides investors and analysts with additional insight into the operating results of our segments.

The tables below set out revenue and Adjusted EBITDA for our segments for the six months ended June 30, 2026 and 2025 and the years ended December 31, 2025 and 2024.

Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, further adjusted to exclude items such as non-recurring expenses, share-based compensation and other non-operational items. Adjusted EBITDA is an important measure used by our chief operating decision maker to assess the underlying performance of our business, evaluate operating results and make strategic decisions, as it provides a normalized view of profitability excluding the impact of non-operational or non-cash items. The most directly comparable IFRS measure is profit for the year. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS measures, see “—Non-IFRS Financial Measures.”

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

For the six months ended June 30, 2026 and June 30, 2025, revenue from our FSM Business and NGCs segment constituted 98.9% and 1.1% of our revenue, respectively, compared to 99.2% and 0.8% for the six months ended June 30, 2025. For the six months ended June 30, 2026, Adjusted EBITDA from our FSM Business and NGCs segment constituted 111.1% and a loss of 11.1% of our total Adjusted EBITDA, respectively, compared to 113.0% and a loss of 13.0% for the six months ended June 30, 2025 (with profit for the six months as the most directly comparable IFRS measure).

FSM Business

Revenue for the FSM Business increased by $6.8 million, or 3.5%, to $204.7 million for the six months ended June 30, 2026, from $197.8 million for the six months ended June 30, 2025. This increase was primarily driven by pricing initiatives across key markets, particularly in the Americas and MEAA, and a favorable shift in product mix, partially offset by modestly lower volumes in certain categories and softer sales of third-party brands.

Adjusted EBITDA for the FSM Business decreased by $1.3 million, or 1.6%, to $79.7 million for the six months ended June 30, 2026, from $81 million for the six months ended June 30, 2025. The largest drivers of the decrease are FSM – MEAA which has decreased by $2.6 million to $59.7 million from $62.3 million, and FSM – Europe which has decreased by $1.7 million to $0.1 million from $1.8 million. The decrease was offset by the increase in FSM Americas by $2.9 million to $19.8 million from $16.9 million. Adjusted EBITDA for FSM – Americas increased by $2.9 million, or 17.2%, to $19.8 million for the six months ended June 30, 2026, from $16.9 million for the six months ended June 30, 2025. This increase was primarily driven by the revenue growth described above and favorable product and market mix dynamics, partially offset by higher operating costs.

Revenue for FSM – Americas increased by $1.4 million, or 3.4%, to $42.8 million for the six months ended June 30, 2026, from $41.4 million for the six months ended June 30, 2025. The increase was primarily driven by improved pricing initiatives across the product portfolio for the region, which more than offset the impact of slightly lower volumes and softer sales of third party brands, reflecting a continued focus on value realization and portfolio optimization in the region.

Revenue for FSM – Europe increased by $0.2 million, or 0.7%, to $25.2 million for the six months ended June 30, 2026, from $25.1 million for the six months ended June 30, 2025. This increase was driven by volume growth in our flavored molasses products and continued growth in third-party brand sales across the region.

Adjusted EBITDA for FSM – Europe decreased by $1.7 million, or 91.7%, to $0.1 million for the six months ended June 30, 2026, from $1.8 million for the six months ended June 30, 2025. This decrease primarily reflects higher operating costs associated with increased headcount and greater expenditure to support the growth of both own-brand and third-party brand sales.

Revenue for FSM – MEAA increased by $5.3 million, or 4.0%, to $136.6 million for the six months ended June 30, 2026, from $131.4 million for the six months ended June 30, 2025. This increase was primarily driven by pricing initiatives and a favorable shift in product mix, partially offset by lower volumes of raw material sales.

Adjusted EBITDA for FSM – MEAA decreased by $2.5 million, or 4.0%, to $59.8 million for the six months ended June 30, 2026, from $62.3 million for the six months ended June 30, 2025. This decrease was primarily driven by the impact of reallocating production volumes from our Ajman facility to our Poland facility, higher material input costs and increased personnel and administrative expenses.

NGCs

Revenue for the NGCs segment increased by $0.6 million, or 36.7%, to $2.2 million for the six months ended June 30, 2026, from $1.6 million for the six months ended June 30, 2025. This increase was primarily driven by continued development of our New Growth Categories portfolio as we advanced the strategic positioning of OOKA and broadened contributions from other products within the segment. During the period, we built on the foundational activities initiated in prior periods, focusing on strengthening the commercial platform for OOKA through more disciplined channel activation, improved product economics and a measured go-to-market approach aimed at building long-term consumer engagement.

Alongside the continued positioning of OOKA, the NGCs segment benefited from steady expansion across other categories, including nicotine pouches, VANT and our vape-led offerings, reflecting increasing consumer adoption and a more diversified product portfolio. These developments supported overall revenue growth for the six months ended June 30, 2026, as we continued to prioritize sustainable scale-up over rapid volume gains across our device-led platforms.

Adjusted EBITDA for the NGCs segment decreased by $1.4 million, or 15.0%, to a loss of $7.9 million for the six months ended June 30, 2026, from a loss of $9.3 million for the six months ended June 30, 2025. This decrease was primarily driven by lower contributions from key NGCs products, together with ongoing expenditure to scale this business segment through new market launches and rollouts. These initiatives were supported by higher brand building activities and expanded capability and infrastructure, including additional personnel and regulatory-related costs.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

For the years ended December 31, 2025 and December 31, 2024, revenue from our FSM (formerly Core) Business and NGCs segment constituted 99.3% and 0.7% of our revenue, respectively. For the year ended December 31, 2025, Adjusted EBITDA from our FSM Business and NGCs segment constituted 113.5% and a loss of 13.5% of our total Adjusted EBITDA, respectively, compared to 114.3% and a loss of 14.3% for the year ended December 31, 2024 (with profit for the year as the most directly comparable IFRS measure).

FSM Business

Revenue for the FSM Business increased by $22.9 million, or 6.1%, to $396.7 million for the year ended December 31, 2025, from $373.8 million for the year ended December 31, 2024. This increase was primarily driven by strategic pricing initiatives in key markets across the FSM Business portfolio, royalties from sales of tobacco and related products, sustained market value share gains, alongside volume improvements, in each case as further described below.

Adjusted EBITDA for the FSM Business increased by $10.1 million, or 6.8%, to $158.2 million for the year ended December 31, 2025, from $148.1 million for the year ended December 31, 2024. This increase was primarily attributable to revenue growth (due to the reasons mentioned above) and product and market mix benefits within FSM Business, partially offset by cost increases.

Revenue for FSM – Americas increased by $5.0 million, or 6.7%, to $79.4 million for the year ended December 31, 2025, from $74.5 million for the year ended December 31, 2024. This increase was primarily due to the ability to implement improved pricing across the FSM - Americas product portfolio. This pricing improvement more than offset the impact of slightly lower volumes and softer sales of third-party brands, reflecting a continued focus on value realization and portfolio optimization in the region.

Adjusted EBITDA for FSM – Americas increased by $9.2 million, or 33.3%, to $37.0 million for the year ended December 31, 2025, from $27.7 million for the year ended December 31, 2024, driven primarily by the increase in revenue as described above, together with disciplined management of operating expenses and the benefit of a single corporate office with on-site warehousing facilities.

Revenue for FSM – Europe increased by $15.7 million, or 34.0%, to $62.0 million for the year ended December 31, 2025, from $46.2 million for the year ended December 31, 2024. This increase was driven by volume growth in molasses products and significant continued growth in third-party brand sales.

Adjusted EBITDA for FSM – Europe decreased by $3.8 million, or 39.7%, to $5.8 million for the year ended December 31, 2025, from $9.6 million for the year ended December 31, 2024, reflecting higher operating costs mainly due to staffing increases, and increased expenditure to support the growth in both own-brand product and third-party brand sales.

Revenue for FSM – MEAA increased by $2.2 million, or 0.9%, to $255.3 million for the year ended December 31, 2025, from $253.1 million for the year ended December 31, 2024. Performance in KSA was marginally softer year-over-year, primarily due to distributor inventory normalization following an initial pipeline build in the prior years. This impact was offset by higher sales across other MEAA markets, including strong performance in royalties from the sale of tobacco and related products, continued strength in the Levant and North Africa market, expansion in Africa and improved travel retail (“duty-free”) performance.

Adjusted EBITDA for FSM - MEAA increased by $4.7 million, or 4.2%, to $115.4 million for the year ended December 31, 2025, from $110.7 million for the year ended December 31, 2024. The increase reflects stronger contributions from markets outside KSA and a $2.5 million reduction in costs driven by a mix of lower operating expenses and ongoing cost‑optimization initiatives.

NGCs

Revenue for the NGCs segment increased by $0.2 million, or 8.4%, to $3.1 million for the year ended December 31, 2025, from $2.8 million for the year ended December 31, 2024. This increase was primarily driven by the continued evolution of our New Growth Categories portfolio as we progressed the strategic positioning of OOKA and broadened the contribution from other products

within the NGCs. In 2025, we continued to build on the category activities that began in 2024, focusing on strengthening the commercial foundation for OOKA through more disciplined channel activation, improved product economics, and a measured go-to-market approach aimed at building long-term consumer engagement.

Alongside this positioning of OOKA, the NGCs segment benefited from steady expansion across other categories, including nicotine pouches, VANT and our vape-led offerings, reflecting increasing consumer adoption and a more diversified portfolio. These developments supported overall growth for the year ended December 31, 2025, even as we continued to prioritize sustainable scale-up over rapid volume gains in our device-led platforms.

Adjusted EBITDA for NGCs decreased by $0.3 million to a loss of $18.9 million for the year ended December 31, 2025, from a loss of $18.5 million for the year ended December 31, 2024. This decrease was primarily driven by lower contributions from key NGCs products, together with ongoing expenditure to scale this business segment through new market launches and rollouts. These initiatives were supported by higher brand building activities and expanded capability and infrastructure, including additional personnel and regulatory-related costs.

Description of Key Components of Our Consolidated Statement of Comprehensive Income

Revenue

Our customer contracts generally include a single performance obligation but may include two separate performance obligations for contracts with Business to Business (B2B) customers where shipment of products is considered a separate performance obligation from the associated product sale. Revenue is measured based on the consideration specified in a contract with a customer. For contracts containing two separate performance obligations, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price of the promised good or service. The transaction price is primarily fixed but can be variable due to impacts from products with a right of return, rebates and other similar discounts and incentives to customers. When the transaction price is variable, we recognize revenue only to the extent that it is highly probably that a significant revenue reversal will not occur when the uncertainty with the variable consideration is subsequently removed.

Cost of sales

Cost of sales represents the cost of raw materials used in our production, factory overheads and other costs associated with preparing our products for sale, which in certain jurisdictions includes clearing, packaging, transportation and customs charges and the cost of manufacturing.

Distribution expenses

Distribution expenses represent operating expenses associated with sales and marketing of our products, in addition to costs associated with brand investment such as branding, public relations campaigns and promotional events and activities.

General and administrative expenses

General and administrative expenses represent all operating expenses not categorized as cost of sales or distribution expenses, consisting primarily of staff costs, travel expenses, professional fees and office rent and expenses.

Provision for expected credit losses on trade receivables

Provision for expected credit losses on trade receivables represents losses that we record when the carrying amount of a receivable exceeds its estimated recoverable amount, for example, when we have reason to believe that a customer will not be able to pay for delivered goods.

Other operating (losses) / gains

Other operating (losses) / gains represents, among other things, gains and losses on disposals and lease payments received under operating leases.

Other losses and gains – net

Other losses and gains – net represents, among other items, non-recurring transaction costs and professional fees, restructuring and acquisition costs, certain write-off and asset impairment charges and tax penalty charges.

Changes in fair value of derivative financial instruments

Changes in fair value of derivative financial instruments represent the impact of fair value changes on derivative financial assets, including the Forward Purchase Agreement and warrant instruments.

Share of net loss of investments accounted for using the equity method

Share of net loss of investments accounted for using the equity method represents our proportionate share of the losses reported by entities in which we hold significant influence but do not control.

Finance income

Finance income represents interest earned on bank deposits, interest rate swap arrangement income and net foreign exchange gains arising on remeasurement of foreign currency denominated monetary items.

Finance costs

Finance costs are comprised of interest charges on financial liabilities (measured at amortized cost), unwinding of discount, interest charges on lease liabilities, and net foreign currency transactional exchange losses.

Taxation

Taxation consists of current tax expense and deferred tax expense. Deferred tax expense during the periods under review related primarily to intangible assets.

Results of Operations

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table presents our results of operations for the six months ended June 30, 2026 and June 30, 2025.

Revenue

Revenue increased by $7.4 million, or 3.7%, to $206.9 million for the six months ended June 30, 2026, from $199.5 million for the six months ended June 30, 2025. This increase was primarily driven by prices increases across the group, product mix and partially offset by lower volumes within the MEAA market.

Revenue from the MEAA region increased by $5.2 million, or 4.0%, between the six months ended June 30, 2025 and June 30, 2026. This increase was mainly driven by prices increases and product mix and partially offset by lower volumes of raw materials.

Revenue from the Americas increased by $1.4 million, or 3.2%, between the six months ended June 30, 2025 and June 30, 2026. This increase was mainly due to price increases, marginal increase in volumes which are offset by product mix and higher trade incentives.

Revenue in Europe increased by $0.8 million, or 3.3%, between the six months ended June 30, 2025 and June 30, 2026. This increase was primarily driven by strategic pricing initiatives across the region and a favorable shift in product mix, including contributions from nicotine pouch sales.

Cost of sales

Cost of sales increased by $4.7 million, or 5.5%, to $90.1 million for the six months ended June 30, 2026, from $85.5 million for the six months ended June 30, 2025. This increase was primarily driven by higher sales volumes and changes in product mix, as well as the impact of inflation on raw material and production-related costs.

Gross Profit

Gross profit increased by $2.8 million, or 2.4%, to $116.8 million for the six months ended June 30, 2026, from $114.0 million for the six months ended June 30, 2025. This increase was primarily driven by changes in revenue and cost of sales as described above.

Distribution expenses

Distribution expenses decreased by $0.2 million, or 0.9%, to $23.5 million for the six months ended June 30, 2026, from $23.7 million for the six months ended June 30, 2025.

General and administrative expenses

General and administrative expenses increased by $29.0 million, or 76.1%, to $67.1 million for the six months ended June 30, 2026, from $38.1 million for the six months ended June 30, 2025. This increase was primarily due to costs relating to IPO readiness, stock based compensation, personal-related costs and studies for Premarket Tobacco Product Application

Provision for expected credit losses on trade receivables

Provision for expected credit losses on trade receivables decreased by $0.045 million, or 4.3%, to $0.991 million for the six months ended June 30, 2026, from $1.036 million for the six months ended June 30, 2025.This decrease was primarily driven by a lower expected credit loss provision recognized during the period, reflecting a reduction in provisions against certain disputed balances.

Other operating (losses) / gains

Other operating losses increased by $89.2 million to $88.8 million for the six months ended June 30, 2026, from other operating gain of $0.4 million for the six months ended June 30, 2025. This increase was primarily attributable to business combination event.

Operating (loss) / profit

Operating loss increased by $115.1 million, or 223.4%, to $63.6 million for the six months ended June 30, 2026, from an operating profit of $51.5 million for the six months ended June 30, 2025. This decrease was primarily driven by changes as described above.

Share of net loss of investments accounted for using the equity method

Share of net loss of investments accounted for using the equity method decreased by $0.1 million, or 27.1%, to $0.2 million for the six months ended June 30, 2026, from $0.3 million for the six months ended June 30, 2025.

Finance income

Finance income decreased by $7.3 million, or 93.0%, to $0.5 million for the six months ended June 30, 2026, from $7.8 million for the six months ended June 30, 2025. While we generated income from interest rate swap arrangements in both periods, the prior period comparative included significant foreign exchange gains recognized on the settlement and remeasurement of intercompany loans, which did not recur at comparable levels in the current period.

Finance costs

Finance costs decreased by $7.2 million, or 33.3%, to $14.4 million for the six months ended June 30, 2026, from $21.6 million for the six months ended June 30, 2025. This decrease was primarily attributable to lower interest expense resulting from the refinancing of our senior credit facilities, which was completed during the year on more favorable terms, the benefit of which more than offset the incremental cost associated with a new borrowing facility entered into in connection with the refinancing.

(Loss) / profit before taxation

Loss before taxation increased by $115.4 million, or 308.5%, to $(78.0) million for the six months ended June 30, 2026, from a profit before taxation of $37.4 million for the six months ended June 30, 2025 due to the foregoing factors.

Taxation

Taxation expense decreased by $1.6 million, or 29.4%, to $3.8 million for the six months ended June 30, 2026, from $5.4 million for the six months ended June 30, 2025. This decrease was primarily due to the movement on deferred tax positions in the United States.

(Loss) / profit for the period

Loss for the period increased by $113.8 million, or 355.6%, to $(81.8) million for the six months ended June 30, 2026, from profit for the period of $32.0 million for the six months ended June 30, 2025 due to the foregoing factors.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following table presents our results of operations for the two fiscal years ended December 31, 2025 and December 31, 2024.

Revenue

For the year ended December 31, 2025 our revenue increased by $22.9 million, or 6.1%, to $399.7 million from $376.6 million for the year ended December 31, 2024. The increase was driven primarily by volume growth, pricing initiatives, sustained value share gains and contributions from new growth categories. This was partially offset by softer performance in certain markets, including the KSA.

Revenue from the MEAA region increased by $2.7 million, or 1.0%, between 2024 and 2025. This increase was mainly driven by higher sales in certain MEAA markets, including income from royalty from sales of tobacco and related products, Africa, and travel retail (“duty-free”), partially offset by softer performance in the KSA due to distributor destocking.

Revenue from the Americas increased by $5.5 million, or 7.3%, between 2024 and 2025, mainly due to pricing actions implemented in the United States, which were partially offset by lower volumes and reduced sales of third‑party brands.

Revenue in Europe increased by $15.0 million, or 31.1%, between 2024 and 2025. This increase was a result of volume growth and expansion of products within the NGCs segment.

Cost of sales

Cost of sales increased by $16.4 million, or 10.3%, to $175.4 million for the year ended December 31, 2025 from $159.0 million for the year ended December 31, 2024. This increase was primarily driven by higher sales volumes and changes in product mix, as well as the impact of inflation on raw material and production related costs.

Gross Profit

Gross profit increased by $6.7 million, or 3.1%, to $224.3 million for the year ended December 31, 2025 from $217.6 million for the year ended December 31, 2024. This increase was primarily driven by changes in revenue and cost of sales as described above.

Distribution expenses

Distribution expenses decreased by $5.7 million or 10.8% to $46.9 million for the year ended December 31, 2025 from $52.6 million for the year ended December 31, 2024. This decrease was primarily attributable to lower spending related to new product campaigns and launch related activities during the period.

General and administrative expenses

General and administrative expenses increased by $22.5 million, or 31.5%, to $93.9 million for the year ended December 31, 2025 from $71.4 million for the year ended December 31, 2024. This increase was primarily due to higher personnel-related costs, increased expenditure on information technology and Enterprise Resource Planning (ERP) initiatives including roll-out across our German business, which is a part of FSM – Europe business, expanded digital and e-commerce capabilities and higher professional fees during the period, commensurate with a significant expansion of initial public offering-related activities.

Provision for expected credit losses on trade receivables

Provision for expected credit losses on trade receivables increased by $1.2 million, or 101.3%, to $2.4 million for the year ended December 31, 2025 from $1.2 million for the year ended December 31, 2024. This increase was primarily attributable to an increase in the provision calculated in accordance with our expected credit loss policy mainly driven by the increase in the provision recognized during the year ended December 31, 2025 on certain disputed balances.

Impairment losses on intangible assets

Impairment losses on intangible assets decreased by $0.9 million, or 100%, to nil for the year ended December 31, 2025 from $0.9 million for the year ended December 31, 2024. This decrease was attributable to the absence of impairment losses recognized in 2025.

Other operating income

Other operating income increased by $1.5 million, or 299.0%, to $2.1 million for the year ended December 31, 2025 from $0.5 million for the year ended December 31, 2024. This increase was primarily attributable to higher gains and recoveries recognized during the year, including income from asset related transactions (including scrap sales, fixed asset disposal and sale of investment property), in addition to tax rebates and refunds.

Other losses

Other losses decreased by $1.1 million, or 100%, to nil for the year ended December 31, 2025 from $1.1 million for the year ended December 31, 2024. This decrease is due to non-recurrence of restructuring-related costs incurred in the prior year.

Operating profit

Operating profit decreased by $7.9 million, or 8.7%, to $83.2 million for the year ended December 31, 2025 from $91.0 million for the year ended December 31, 2024. This decline was primarily attributable to higher general and administrative expenses, largely driven by public company readiness fees, as well as higher personnel related costs, despite higher gross profit compared to the prior year.

Share of net loss of investments accounted for using the equity method

Share of net loss of investments accounted for using the equity method increased by $0.6 million, or 100%, to $0.6 million for the year ended December 31, 2025 from nil for the year ended December 31, 2024. This increase is due to our entering into new joint venture arrangements during 2025, whereas no joint ventures existed in the prior year.

Finance income

Finance income increased by $2.3 million, or 52.2%, to $6.6 million for the year ended December 31, 2025 from $4.3 million for the year ended December 31, 2024. Throughout both periods, we generated income from our interest rate swap arrangements; however, the year-over-year increase primarily reflects foreign exchange gains recognized on the settlement and remeasurement of intercompany loans.

Finance costs

Finance costs decreased by $2.1 million, or 5.4%, to $36.3 million for the year ended December 31, 2025 from $38.3 million for the year ended December 31, 2024. This decrease was primarily attributable to lower interest expense following the refinancing of the senior credit facilities completed during the year, reflecting improved financing terms despite the issuance of a new borrowing facility.

Profit before taxation

Profit before taxation decreased by $4.2 million, or 7.3%, to $52.8 million for the year ended December 31, 2025 from $57.0 million for the year ended December 31, 2024 due to the foregoing factors.

Taxation

Taxation expense decreased by $16.9 million, or 73.7%, to $6.0 million for the year ended December 31, 2025 from $22.9 million for the year ended December 31, 2024. This shift was primarily due to the higher tax expense recognized in 2024 following the release of deferred tax assets, as there were no material comparable deferred tax movements in 2025, resulting in a more modest tax expense for the year.

Profit for the year

Profit for the year increased by $12.7 million, or 37.3%, to $46.8 million for the year ended December 31, 2025 from $34.1 million for the year ended December 31, 2024 due to the foregoing factors.

Non‑IFRS Financial Measures

In addition to our results determined in accordance with IFRS, we believe the following non-IFRS measures provide useful information both to management and investors in measuring our financial performance for the reasons outlined below. These measures may not be comparable to similarly titled measures presented by other companies, and they should not be construed as an alternative to other financial measures determined in accordance with IFRS.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as earnings before interest, taxes, depreciation, and amortization, further adjusted to exclude items such as non-recurring expenses, share-based compensations and other non-operational items. Adjusted EBITDA is an important measure used by our management to assess the underlying performance of our business, evaluate operating results and make strategic decisions, as it provides a normalized view of profitability excluding the impact of non-operational or non-cash items.

The most directly comparable IFRS measure is profit for the year. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. The most directly comparable IFRS measure is profit for the year divided by revenue.

We believe Adjusted EBITDA is a useful measure as it allows investors and management to evaluate our operating performance on a consistent basis, excluding the impact of non-operational, non-cash, or one-time items that may obscure underlying trends. It facilitates comparison across periods and with peer companies, regardless of differences in capital structure, tax jurisdictions, or accounting policies. In addition, management uses Adjusted EBITDA to evaluate operating performance and to inform budgeting and forecasting. Our actual results can be significantly affected by events that are unrelated to our ongoing operations due to a number of factors, including certain factors set forth under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus.

Net Operating Cash Conversion

We define Net Operating Cash Conversion as net cash generated from operating activities divided by Adjusted EBITDA. Net Operating Cash Conversion is an important measure used by our management to evaluate the efficiency with which we convert our adjusted earnings into cash generated from operations. It provides insight into the quality of earnings and our ability to fund growth, repay debt, or return capital to shareholders. The most directly comparable IFRS measure is net cash generated from operating activities divided by profit for the year.

We believe Net Operating Cash Conversion is a useful measure as it helps investors and stakeholders assess the consistency and sustainability of our cash generation relative to our underlying operating performance, independent of capital structure and non-operational factors. Our actual results can be significantly affected by events that are unrelated to our ongoing operations due to a number of factors, including certain factors set forth under “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus.

We believe that these non-IFRS measures provide useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses these non-IFRS measures to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We believe that these non-IFRS measures provide useful information to investors because they improve the comparability of our financial results between periods and provide for greater transparency of key measures used to evaluate our performance. In addition, we believe Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion are measures commonly used by investors to evaluate companies in our industry. However, they are not presentations made in accordance with IFRS, and the use of the terms Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion may vary from others in our industry. Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion (or similar measures) are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present related performance measures when reporting their results.

Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion (or similar measures) are used by different companies for differing purposes and are often calculated in different ways that reflect the circumstances of those companies. In addition, certain judgments and estimates are inherent in our process to calculate such non-IFRS measures. You should exercise caution in comparing Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion as reported by us to Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion as reported by other companies.

Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under IFRS. Some of these limitations are:

Accordingly, prospective investors should not place undue reliance on Adjusted EBITDA, Adjusted EBITDA Margin and Net Operating Cash Conversion.

The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS measures, which are profit for the six months ended June 30, 2026 and 2025 and the years ended December 31, 2025 and 2024 and profit for the period/year divided by revenue, respectively.

For the six months ended June 30, 2026, the share-based compensation expense increased relative to the prior comparable period, reflecting the impact of beneficial modifications to the terms of certain participant awards made during the second half of 2025.

The following table reconciles Net Operating Cash Conversion to the most directly comparable IFRS measure, which is net cash generated from operating activities divided by profit for the six months ended June 30, 2026 and 2025 and the years ended December 31, 2025 and 2024.

Seasonality

We consistently observe higher sales in the last financial quarter of the year compared to the first financial quarter, primarily due to customer purchasing behaviors influenced by anticipated price increases in the following year. As prices are expected to rise, customers tend to stock up on our products towards the end of the year to take advantage of current pricing. This pattern results in a notable increase in demand during the fourth quarter, as customers aim to secure inventory before the new pricing takes effect.

Liquidity and Capital Resources

Our ability to generate sufficient cash for our ongoing operations depends on our operating performance, which in turn depends, to some extent, on general economic, financial, industry, regulatory and other factors, many of which are beyond our control, as well as other factors discussed in “Risk Factors.”

As of June 30, 2026 and December 31, 2025, we recorded positive working capital of $86.0 million and $130.2 million, respectively. As of December 31, 2024, we recorded negative working capital of $19.0 million. Working capital is calculated as current assets less current liabilities. The year-on-year movement from December 31, 2024 to December 31, 2025 was primarily driven by refinancing of our syndicated loan facility in March 2025, which reduced the current portion of other interest-bearing loans and borrowings to $29.9 million as of December 31, 2025 from $136.7 million as of December 31, 2024. Cash and cash equivalents additionally increased by $47.8 million year-on-year.

Management monitors working capital regularly. Based on our operating cash flows, cash on hand, and available capacity under our Senior Facilities, we believe we have sufficient liquidity to service debt obligations and meet anticipated working capital and capital expenditure requirements for at least the twelve months following the date of this prospectus.

Our primary sources of liquidity for the periods presented have primarily been our Term Loan Facility and Revolving Credit Facility as defined and discussed in further detail in “—Credit Facilities” below, cash flows from operations and retained earnings. We anticipate that our principal use of cash will be to fund capital expenditures, fund day-to-day operations, meet our debt service requirements, finance our strategic plans and to potentially pay dividends to shareholders. Based on our current operating performance and liquidity, we believe that our expected cash flows from operating activities, available cash balances and

commitments under our Revolving Credit Facility available for future drawing, will be adequate to meet our anticipated general liquidity needs and debt service obligations. Management will continue to monitor working capital activities. Our ability to arrange financing generally and the cost of our current and future debt obligations depends on numerous factors, including general economic conditions, the availability of credit from banks, other financial institutions and capital markets, restrictions on instruments governing our debt and our general financial performance.

Capital Expenditures

Our capital expenditures represent the sum of additions to property, plant and equipment and intangible assets, including both internally developed and externally purchased intangible assets. Further, capital expenditures consist of development of new products and brands, projects under construction and additions to machines and equipment, and maintenance capital expenditures. As much of our plant and machinery is relatively inexpensive and can be replaced on a modular basis, our maintenance capital expenditure requirements are minimal. Our total capital expenditures were $5.6 million and $6.8 million for the six months ended June 30, 2026 and 2025, respectively, and $25.3 million and $26.4 million for the years ended December 31, 2025 and 2024, respectively.

We define committed capital expenditures as capital expenditures that we have committed to, normally in the form of a purchase order where the invoice has not been received yet. Our committed capital expenditure is primarily related to acquisition of property, plant and equipment.

Cash Flows

The following table sets forth our selected cash flow information for the six months ended June 30, 2026 and 2025 and the years ended December 31, 2025 and 2024.

Net cash (used in) / generated from operating activities

Net cash (used in)/ generated from operating activities decreased by $9.1 million, or 101.2%, from $9.0 million for the six months ended June 30, 2025 to $0.1 million for the six months ended June 30, 2026.

Net cash generated from operating activities decreased by $35.0 million, or 23.2%, from $150.9 million for the year ended December 31, 2024 to $115.9 million for the year ended December 31, 2025. Despite improved underlying profitability in 2025, 2024 reflected the full impact of significant working capital optimization initiatives. As these effects normalized in 2025, operating cash flows were lower on a comparative basis despite stronger earnings performance.

Net cash used in investing activities

Net cash used in investing activities decreased by $1.8 million, or 15.4%, from $11.6 million for the six months ended June 30, 2025 to $9.8 million for the six months ended June 30, 2026. This increase was driven by net cash paid for the business combination transaction.

Net cash used in investing activities increased by $0.6 million, or 2.3%, from $26.2 million for the year ended December 31, 2024 to $26.8 million for the year ended December 31, 2025.

Net cash used in financing activities

Net cash used in financing activities increased by $8.8 million, or 57.8%, from $15.3 million for the six months ended June 30, 2025 to net cash generated from finance activities amounting to $24.1 million for the six months ended June 30, 2026. The decrease was primarily driven by refinancing transactions completed during the period ending June 30, 2025.

Net cash used in financing activities decreased by $62.8 million, or 60.3%, from $104.1 million for the year ended December 31, 2024 to $41.4 million for the year ended December 31, 2025. The decrease was primarily driven by refinancing transactions completed in 2025, which generated $405.2 million of proceeds from loans and borrowings and $400.9 million of outflows from the repayment of borrowings. Scheduled principal repayments totaled $10.1 million in 2025 compared to $70.7 million in 2024,

reflecting the payment profiles of the prior debt versus the new facilities. These outflows were partially offset by proceeds from interest rate swaps.

Credit Facilities

2025 Senior Facilities Agreement

We have entered into a senior facilities agreement, dated March 5, 2025 among AIR, AIR Group Ventures Limited as borrower and the arrangers thereto (the “2025 Senior Facilities Agreement”), which provides us with an aggregate principal amount of $480.2 million in senior secured credit facilities denominated in U.S. dollars (the “Senior Facilities”). The Senior Facilities comprise of (i) an amortizing term loan facility in a principal amount of $405.2 million (the “Term Loan Facility”), and (ii) a revolving credit facility in a principal amount of $75.0 million (the “Revolving Credit Facility”). As of June 30, 2026, $384.94 million was outstanding under the Term Loan Facility and $27.5 million was outstanding under the Revolving Credit Facility. Proceeds of the Term Loan Facility were utilized in full to refinance the 2022 Senior Facilities Agreement (defined below). Proceeds of the Revolving Credit Facility in 2026 were used mainly for working capital purposes.

Borrowings under the Senior Facilities bear interest at rates per annum equal to SOFR plus applicable margins (being 3.00% in the case of Term Loan Facility and 2.75% in the case of Revolving Credit Facility), which, in each case, is subject to a margin ratchet based on our consolidated net leverage ratio (as defined in the 2025 Senior Facilities Agreement). A commitment fee of 30% of the applicable margin is payable on the undrawn portion of the Revolving Credit Facility. Default interest is payable at an additional rate of 1.0% per annum on overdue amounts. The loans made under the Term Loan Facility mature in full on March 10, 2030. The Revolving Credit Facility has an initial maturity date of March 10, 2028, with two 12-month extension options.

The Senior Facilities are guaranteed by material subsidiaries of AIR, such that guarantors represent at least 80% of consolidated EBITDA (as defined in the Senior Facility Agreement), subject to customary exceptions. The Senior Facilities are secured by customary collateral, including security over shares, material bank accounts, and intercompany receivables. Upon becoming the holding company of AIR, AIR Global acceded as a guarantor and provided security over its shares in AIR, material bank accounts, and material intercompany receivables.

The 2025 Senior Facilities Agreement contains customary covenants, including financial covenants requiring compliance with a debt service coverage ratio and a consolidated net leverage ratio, tested semi-annually. The 2025 Senior Facilities Agreement also contains customary events of default and is subject to an intercreditor and priority arrangement.

2022 Senior Facilities Agreement

On September 14, 2022, certain subsidiaries of AIR as parent guarantor and as borrower and among others, the arrangers thereto, Credit Suisse AG as agent and offshore security agent entered into a senior facilities agreement (the “2022 Senior Facilities Agreement”). The 2022 Senior Facilities Agreement provided for initial borrowings up to an aggregate principal amount of $450,000,000 an amortizing term loan (the “2022 Term Loan Facility”) and a $75,000,000 revolving credit facility (the “2022 Revolving Credit Facility” and together with the 2022 Term Loan Facility, the “2022 Senior Facilities”). The 2022 Senior Facilities Agreement and the related financing documents were fully terminated and released on March 10, 2025 upon refinancing of the 2022 Senior Facilities using proceeds from the Senior Facilities.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual obligations that may require future cash payments. Our future cash payments associated with our contractual obligations and commitments to make future payments by type and period as of December 31, 2025, are summarized below: