As filed with the Securities and Exchange Commission on November 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AIR GLOBAL PLC

(Exact name of registrant as specified in its charter)

Festival Office Tower Dubai Festival City, 7th Floor

Dubai, United Arab Emirates

+971 4 292 3000

(Address of Principal Executive Offices)

AIR Global PLC 2026 Incentive Award Plan

AIR Limited 2021 Employee Share Plan

AIR Limited 2024 Management Incentive Plan

(Full title of the plans)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Jennifer M. Engelhardt

Latham & Watkins (London) LLP

One Leadenhall

1 Leadenhall St

London, EC3V 1AA

United Kingdom

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act. These documents and the edocuments incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, AIR Global PLC is sometimes referred to as “Registrant,” “we,” “us” or “our.”

Item 3. Incorporation of Documents by Reference.

The Securities and Exchange Commission, or the SEC, allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:

In addition, all documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference

herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances shall any information furnished under Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Our Articles of Association provide that we shall indemnify every director (including any alternate director), secretary, assistant secretary or other officer and their personal representatives (other than any person engaged by us as auditor) out of our assets and funds against any liability incurred by him or her , other than by reason of such person's own dishonesty, willful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of mistake or judgment) or in the execution or discharge of their duties, powers or authorities. The extent of such indemnities shall be limited in accordance with the provisions of the Companies (Jersey) Law 1991, as amended (“Jersey Companies Law”).

Generally, the Jersey Companies Law permits a company, subject to any contrary provision in its articles, to indemnify a person against expenses, including legal fees, and against judgments, fines and amounts paid in settlement, in each case reasonably incurred in connection with civil, criminal, administrative or investigative proceedings, if the person is or was or threatened to be made, a party to such proceedings by reason of being an officer of the company or by reason of serving, at the company’s request, as an officer of, or in any other capacity for, another body corporate or a partnership, joint venture, trust or other enterprise. Such indemnity is available only if the person acted honestly and in good faith and in what the person believed to be the best interests of the company and, in the case of criminal proceedings, had no reasonable cause to believe that the person’s conduct was unlawful. For purposes of the relevant provisions of the Jersey Companies Law, “officer,” in relation to a company includes its secretary, and “proceedings” includes civil, criminal, administrative or investigative proceedings.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

Jersey Companies Law permits us to purchase and maintain insurance in relation to a person who is or was an officer of the company or who, at our request, is or was serving as an officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against and incurred by such person in that capacity. We maintain directors and officers insurance coverage, which, subject to policy terms and limitations, is expected to include coverage to reimburse us for amounts that we may be required or permitted by law to pay our directors or officers.

We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement,

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dubai, United Arab Emirates on November 6, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly undersigned representative in the United States of America, has signed this Registration Statement in the City of New York, State of New York, on November 6, 2026.

LIST OF DOCUMENTS EXAMINED

(i) to (iii) above being, together, the "COBO Consents");

each at meetings of the board of directors of the Company and AIR Limited, as applicable (together, the "Director Resolutions").

ASSUMPTIONS

in a manner consistent with the board’s or committee’s or administrator’s (as the case may be) fiduciary duties and in accordance with the rules of the Plan, the ESP, the MIP and the Memorandum and Articles.

in a manner consistent with the board’s or committee’s or administrator’s (as the case may be) fiduciary duties and in accordance with the rules of the Plan, the ESP, the MIP and the Memorandum and Articles.

QUALIFICATIONS

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AIR Global PLC of our report dated March 27, 2026 relating to the financial statements of AIR Global PLC (formerly “AIR Holdings Limited”), which appears in AIR Global PLC’s Registration Statement on Form F-1 (File No. 333- 298609).

/s/ PricewaterhouseCoopers Limited Partnership Dubai Branch Dubai, United Arab Emirates

November 6, 2026

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of AIR Global PLC of our report dated March 27, 2026 relating to the financial statements of AIR Limited, which appears in AIR Global PLC’s Registration Statement

on Form F-1 (File No. 333-298609).

/s/ PricewaterhouseCoopers Limited Partnership Dubai Branch Dubai, United Arab Emirates

November 6, 2026

AIR Limited

RULES OF THE AIR EMPLOYEE SHARE PLAN 2021

Directors’ adoption: 29 July 2021

Amended on 14 December 2021 and 26 January 2022

SLAUGHTER AND MAY

One Bunhill Row London EC1Y 8YY

Ref: PRL/AZUM

571931075

Table of Contents

The AIR Employee Share Plan 2021

Introduction

An Award under the Plan can take the form of:

Awards may be (but need not be) subject to: (a) one or more Performance Conditions; and/or (b) a post-Vesting Holding Period. Following Vesting or (if applicable) the end of the Holding Period, Awards will be satisfied by (i) the issue of new Shares to the Participant; (ii) the transfer of Shares or Treasury Shares to the Participant; or (iii) the transfer of the beneficial interest in the Shares to the Participant.

This introduction does not form part of the Plan rules.

Definitions

In these rules:

“Acquiring Company” has the meaning given in rule 8.3.1; “Award” means a Conditional Award or an Option;

“Award Certificate” has the meaning given in rule 1.5.1;

“Award Date” means the date which the Committee specifies for the grant of an Award;

“Bonus” means any bonus earned by an Eligible Employee under any annual bonus plan operated by the Company or a Subsidiary;

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London and Jersey;

“Committee” means, subject to rule 8.4, the remuneration committee of the board of directors of the Company, or any sub-committee or person duly authorised by it;

“Company” means AIR Limited (formerly known as UBOS Topco Limited), a company incorporated in Jersey with company number 129914;

“Conditional Award” means a conditional right to automatically receive Shares (or the beneficial interest in Shares) granted under the Plan;

“Control” means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that

or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

“Current Employee” means an individual who is a current employee (including an executive director) of the Company or any Subsidiary on the Award Date;

“Data Protection Laws” means any applicable laws relating to, or impacting on, the processing of information relating to living persons, including (to the extent applicable) the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), GDPR as it forms part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018, the Data Protection Act 2018 and in each case together with all laws and regulations supplementing, amending or replacing the same in any EU Member State and the UK;

“Dealing Restrictions” means any restrictions relating to dealing in Shares imposed by statute, order, regulation or Government directive or any dealing code adopted by the Company;

“Deferred Bonus Award” means an Award granted in respect of a Bonus, a proportion of which the Committee has determined will be delivered in the form of a Conditional Award;

“Dividend Equivalent Payment” has the meaning given in rule 4.5;

“EBT” means an employee benefit trust established by a current or former Group Member for the benefit of (among others) the Group’s current and former employees and officers;

“Eligible Employee” means:

“Exercise Period” means the period beginning on the Expected Release Date or, if there is no Holding Period, on the Expected Vesting Date, and ending on the tenth anniversary of the Award Date (unless the Committee determines a shorter period under rule 1.8.9);

“Exercise Price” means the amount per Share, if any, payable on the exercise of an Option;

“Expected Vesting Date” means the date specified under rule 1.8.6 on which the Award will normally Vest in accordance with the Plan rules;

“Expected Release Date” means the date specified under rule 1.8.7 on which the Award will normally be Released in accordance with the Plan rules;

“Former Employee” means an individual who has been, but is no longer, an employee (including an executive director) of the Company or any Subsidiary, and who has earned a Bonus;

“Group Member” means:

and “Group” will be construed accordingly;

“Holding Period” means a period beginning on the Expected Vesting Date and ending on the Expected Release Date as determined by the Committee in accordance with rule 1.8.7;

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;

“Listing Rules” means the rules relating to admission to the Official List, as amended from time to time; “London Stock Exchange” means the London Stock Exchange or any successor entity;

“Market Value” means:

“Official List” means the list maintained by the Financial Conduct Authority for the purposes of section 74(1) of the Financial Services and Markets Act 2000, as amended from time to time;

“Option” means a right to acquire Shares (or the beneficial interest in Shares) granted under the Plan for the Exercise Price;

“Option Exercise Date” has the meaning given in rule 4.2.2;

“Original Entitlements Forfeited” means, in relation to a Recruitment Award, any conditional or unconditional entitlements forfeited by an Eligible Employee as a result of the Eligible Employee leaving the Eligible Employee’s former employer;

“Participant” means a person holding an Award or that person’s personal representatives (or, in relation to rule 5, a person who has held an Award or that person’s personal representatives);

“Performance Conditions” means any performance conditions imposed under rule 1.3;

“Performance Period” means the period in respect of which the Performance Conditions are to be satisfied as determined by the Committee in accordance with rule 1.3;

“Plan” means the plan constituted by these rules known as “The AIR Employee Share Plan 2021” (formerly known as “The UBOS Topco Employee Share Plan 2021”), as amended from time to time;

“Pro-Rating Period” means:

“Qualifying Listing” means:

“Recovery Period” has the meaning given in rule 5.1;

“Recruitment Award” means an Award granted in connection with an Eligible Employee’s recruitment to the Company or one of its Subsidiaries to compensate the Eligible Employee for any Original Entitlements Forfeited;

“Release” means, in relation to an Award that is subject to a Holding Period:

“Release Date” means the date on which an Award is Released;

“Retained Portion” means the percentage of the Shares subject to an Award to be retained (or whose beneficial interest is to be retained) during the Holding Period and specified under rule 1.8.7 and, unless the Committee determines otherwise on or before the grant of an Award, the Retained Portion will be 100 per cent or, where any tax or social security contributions arise on the Vesting or exercise of an Award, the Shares remaining (or that would have remained) after the sale of sufficient Shares to meet such tax or social security contributions;

“Shares” means fully paid ordinary shares in the capital of the Company; “Subsidiary” means a company:

“Summary Dismissal” means, in relation to a Participant:

“Treasury Shares” has the same meaning as under Article 1(1) of the Companies (Jersey) Law 1991; “Vest” means:

“Vesting Date” means the date on which an Award Vests.

References in the Plan rules to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa.

The Committee may, subject to any Dealing Restrictions, grant an Award to any Current Employee or Former Employee (including an executive director). An Award may only be granted to a Former Employee if the Award is a Deferred Bonus Award.

An Award may not be granted on any date on which the grant of that Award would be contrary to any Dealing Restrictions.

provided that the Committee considers that any amended Performance Condition will not be materially less or more challenging to satisfy than the original condition would have been but for such circumstances occurring.

A Participant is not required to pay for the grant of any Award.

If the Committee purports to grant an Award which is inconsistent with rule 2, the Award will be limited and will take effect from the Award Date on a basis determined by the Committee to be consistent with that rule.

Awards must be granted by deed in such form as the Committee determines. The terms of the Award, as determined by the Committee, must be specified in the deed. These should include:

or a combination of the above, and whether the Award is a Deferred Bonus Award or a Recruitment Award;

equivalent to the value of the deferred amount of the relevant Bonus, rounded up or down (at the Committee’s discretion) to the nearest whole number of Shares);

The Committee may grant an Award in any number of tranches, where the terms (as referred to in rule 1.8) of each tranche are different. In these circumstances, the Plan rules will be interpreted as if each tranche was a standalone Award.

The Committee may determine on or before the grant of an Award that, except in the case of death, a Participant may not, without the prior consent of the Committee (and subject to such conditions as the Committee may impose), transfer, assign, charge or otherwise dispose of any Shares in respect of which the Award has Vested or any rights in respect of them until such date as the Committee determines. This rule 1.10 will apply whether or not a Participant ceases (or has ceased) to be employed by any Group Member (unless the Committee, in its absolute discretion, determines otherwise).

The nominal amount of Shares over which the Committee may grant Awards on any date will be limited so that it does not exceed the limits specified in rule 2.2, unless the Company’s board of directors, in its absolute discretion, determines otherwise. The limits specified in rule 2.2 only

apply to Awards which are to be satisfied (directly or indirectly) by the issue of new Shares or the transfer of Treasury Shares.

The limits are:

For the purposes of this rule 2:

Where an individual is granted two awards on terms that the exercise, vesting or release of one will automatically result in a reduction to the extent to which the other may be exercised, vest or be released and vice versa, then for the purposes of this rule 2 it will only be necessary to take into account that number of Shares which could be acquired in respect of those awards having regard to those terms.

The Committee may adjust the limits specified in rule 2.2 in the event of a variation of the equity share capital of the Company.

Each Participant who is or is likely to be tax resident in the UK on the Release Date or Option Exercise Date (as appropriate) irrevocably agrees to enter into an agreement or joint election under section 431(1) or section 431(2) of ITEPA in respect of any Shares the Participant may acquire under an Award, if required to do so by any Group Member on or before:

Subject to rules 4.7 and 11.8 and any Dealing Restrictions, the Company will, within 30 days of the Release Date of a Conditional Award (or, if no Holding Period applies, its Vesting Date):