UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 29, 2026
Inflection Point Acquisition Corp. III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42614 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
167 Madison Avenue Suite 205 #1017
New York, New York 10016
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 295-5830
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one right to receive one-tenth (1/10) of one Class A ordinary share |
|
IPCXU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
IPCX |
|
The Nasdaq Stock Market LLC |
| Rights, each entitling the holder to receive one-tenth (1/10) of one Class A ordinary share |
|
IPCXR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders.
As
previously disclosed, on August 25, 2025, Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (“Inflection
Point”), Air Water Ventures Holdings Limited, a Cayman Islands exempted company (“Air Water”),
Air Water Ventures Limited, a Cayman Islands exempted company (“PubCo”), and IPCX Merger Sub Limited, a Cayman
Islands exempted company, entered into a Business Combination Agreement (as amended by that certain First Amendment to the Business Combination
Agreement, dated as of December 31, 2025, and as amended by that certain Second Amendment to the Business Combination Agreement, dated
as of June 5, 2026, as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business
Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”).
On
July 29, 2026, Inflection Point held an extraordinary general meeting (the “Extraordinary General Meeting”).
An aggregate of 26,942,123 (78.15%) of Inflection Point’s issued and outstanding ordinary shares, consisting of 18,508,790 Class
A ordinary shares, par value $0.0001 per share, and 8,433,333 Class B ordinary shares, par value $0.0001 per share, held of record as
of June 24, 2026, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted
a quorum. The shareholders voted on the following proposals at the Extraordinary General Meeting, each of which was described in more
detail in Inflection Point’s definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission (the
“SEC”) on July 8, 2026 (File No. 333-294998) (the “Proxy Statement”). Any terms used
but not defined herein have the meaning assigned thereto in the Proxy Statement.
| 1. |
The
Business Combination Proposal. To approve, subject to the approval of the Merger Proposal, by ordinary resolution, the Business
Combination Agreement, by and among Inflection Point, Air Water, PubCo and Merger Sub, and the transactions contemplated thereby,
pursuant to which, among other things, and subject to the terms and conditions therein, (i) the First Merger shall be effected,
whereby Inflection Point will be merged with and into PubCo, and PubCo shall continue as the surviving company, and, (ii) one
Business Day after the First Merger, the Second Merger will be effected, whereby Air Water will be merged with and into Merger Sub,
as a result of which the separate corporate existence of Air Water shall cease, and Merger Sub (referred to after the Second Merger
as “Air Water OpCo”) shall continue as the surviving company and a wholly owned direct subsidiary of PubCo,
resulting in a combined company whereby PubCo will own Air Water OpCo, and substantially all of the assets and the business of the
combined company will be held and operated by Air Water OpCo and its subsidiaries. We refer to this proposal as the “Business
Combination Proposal”. A copy of the Business Combination Agreement is attached to the Proxy Statement/Prospectus as Annex A,
Annex A-1 and Annex A-2. The Business Combination Proposal was approved. The final voting tabulation for this
proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 26,212,774 |
|
729,348 |
|
1 |
|
0 |
| 2. |
The
Merger Proposal. To approve, subject to the approval of the Business Combination Proposal, by special resolution, (i) the
First Merger and (ii) the plan of merger (the “First Plan of Merger”) to be adopted in connection
with the First Merger. We refer to this proposal as the “Merger Proposal”. The Merger Proposal
was approved. The final voting tabulation for this proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 26,212,774 |
|
729,348 |
|
1 |
|
0 |
| 3. |
The
Advisory Organizational Documents Proposal. To vote upon the following five separate proposals (collectively, the “Advisory
Organizational Documents Proposals”) on an advisory, non-binding basis by ordinary resolution the following material
differences between the Inflection Point Organizational Documents and the proposed PubCo A&R Articles: |
| A. |
Advisory
Organizational Documents Proposal 3A. Under the PubCo A&R Articles, PubCo would be authorized to issue (A) 499,870,000 PubCo
Ordinary Shares and (B) 130,000 PubCo Series A Preferred Shares. Advisory Organizational Documents Proposal 5A was approved. The
final voting tabulation is as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 26,212,774 |
|
729,348 |
|
1 |
|
0 |
| B. |
Advisory
Organizational Documents Proposal 3B. The PubCo A&R Articles may be altered or amended by special resolution (which has the
meaning given to the term in the Companies Act); provided that, for so long as the Inflection Point Entities (as defined in the PubCo
A&R Articles) hold at least 20% of the PubCo Series A Preferred Shares that are issued and outstanding as at the date the
PubCo A&R Articles are adopted, any amendment, alteration or repeal of the PubCo A&R Articles that materially and adversely
affects the powers, preferences or rights attaching to the PubCo Series A Preferred Shares shall also require the consent of
the holders of more than 50%, by number, of the PubCo Series A Preferred Shares. Advisory Organizational Documents Proposal
5B was approved. The final voting tabulation is as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 24,912,774 |
|
1,779,348 |
|
250,001 |
|
0 |
| C. |
Advisory
Organizational Documents Proposal 3C. The Inflection Point Organizational Documents classify the directors of Inflection Point
into three classes with staggered terms of office depending on the class of each director, whereas the PubCo A&R Articles do
not provide for a classified board of directors. Advisory Organizational Documents Proposal 5C was approved. The final voting tabulation
is as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 26,929,119 |
|
13,003 |
|
1 |
|
0 |
| D. |
Advisory
Organizational Documents Proposal 5D. The PubCo A&R Articles allow a director to be removed by ordinary resolution of the
shareholders of PubCo. Advisory Organizational Documents Proposal 5D was approved. The final voting tabulation is as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 26,212,774 |
|
729,348 |
|
1 |
|
0 |
| E. |
Advisory
Organizational Documents Proposal 3E. The PubCo A&R Articles provide for a number of protective provisions so long as the
Inflection Point Entities hold at least 20% of the PubCo Series A Preferred Shares on issue as of the date of adoption of the PubCo
A&R Articles, in which case PubCo shall not, without Series A Majority Consent, take any of the following actions: (a) liquidate,
dissolve or wind-up the affairs of PubCo, (b) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely
affects the powers, preferences or rights attaching to the PubCo Series A Preferred Shares, (c) create any equity security, authorize
the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible
into or exercisable for any equity security, unless such security ranks junior to the PubCo Series A Preferred Shares with respect
to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon
liquidation, dissolution or winding up), (d) increase the authorized share capital of the PubCo Series A Preferred Shares, (e) purchase
or redeem or pay any cash dividend on any share ranking junior to the PubCo Series A Preferred Shares (with respect to rights to
receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), except for shares in
the capital of PubCo being repurchased by PubCo at cost from employees in connection with the cessation of their service or pursuant
to the terms of any equity incentive plan adopted by PubCo, (f) enter into any transaction with an affiliate, other than the issuance
of equity or awards to eligible participants under an incentive plan, equity plan or equity-based compensation plan adopted by PubCo,
or with respect to employment, consulting or award agreements with respect to executive officers or directors of PubCo, in each case
regardless of whether such person (or such person’s affiliates) would be considered an affiliate of PubCo, or (g) incur or
guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business. Advisory
Organizational Documents Proposal 5E was approved. The final voting tabulation is as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 26,212,774 |
|
729,348 |
|
1 |
|
0 |
As
there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the foregoing proposals, the
“Adjournment Proposal” as described in the Proxy Statement was not required and Inflection Point did not call a vote on that
proposal.
Additional Information
about the Business Combination and Where to Find it
In connection with the Business Combination, Inflection Point, the
Company and PubCo prepared, and PubCo and the Company filed with the SEC, a registration statement on Form F-4 (as amended and declared
effective by the SEC on July 8, 2026, the “Registration Statement”), which included a proxy statement distributed
to Inflection Point’s shareholders in connection with Inflection Point’s solicitation for proxies for the vote by Inflection
Point’s shareholders in connection with the Business Combination and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to be issued to the Company’s shareholders in connection with the
completion of Business Combination. Inflection Point mailed the definitive proxy statement/prospectus and other relevant documents to
its shareholders as of the record date, June 24, 2026 established for voting on the Business Combination beginning on July 9, 2026 and
the extraordinary general meeting of Inflection Point was held on July 29, 2026.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED OR FURNISHED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and security holders are able to obtain copies of
these documents and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of Inflection Point are also able to
obtain copies of the proxy statement/prospectus without charge at the SEC’s website at www.sec.gov, or by directing a request to:
Inflection Point Acquisition Corp. III, 167 Madison Avenue Suite 205 #1017, New York, New York 10016.
Forward-Looking Statements
Certain
statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of
Section 27A of the Securities Act, Section 21E of the Exchange Act and the “safe harbor” provisions under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to, (1) statements regarding estimates and forecasts of financial, performance and operational metrics and projections
of market opportunity; (2) references with respect to the anticipated benefits of the Business Combination and the projected future financial
and operational performance of PubCo following the Business Combination; (3) the sources and uses of cash of the Business Combination;
(4) the anticipated capitalization and enterprise value of PubCo following the consummation of the Business Combination; (5) statements
regarding PubCo’s operations following the Business Combination; (6) the amount of redemption requests made by Inflection Point’s
public shareholders; (7) current and future potential commercial relationships; (8) the ability of PubCo to issue equity or equity-linked
securities in the future; and (9) expectations related to the terms and timing of the Business Combination.
Factors
that may cause actual results to differ materially from current expectations include, but are not limited to: (1) risks relating to the
successful implementation of the Company’s business strategy and operational plan; (2) the ability of key personnel to execute
the Company’s growth strategy and effectively manage the Company’s operations; (3) the risk that the Business Combination
disrupts current plans and operations of the Company as a result of the consummation of the Business Combination; (4) regulatory or other
developments that negatively impact demand for the products and services provided by the Company; (5) changes in business, market, financial,
and/or political conditions, and in applicable laws and regulations; (6) the outcome of any event, change, or other circumstances that
could give rise to the termination of negotiations with respect to the Business Combination or the inability to consummate the Business
Combination; (7) the outcome of any legal proceedings that may be instituted against the Company, Inflection Point, their respective
affiliates, or others; (8) changes to the proposed structure of the Business Combination that may be required or appropriate as a result
of applicable laws or regulations; (9) the ability to meet stock exchange listing standards following the consummation of the Business
Combination; (10) the risk that the Business Combination disrupts current plans and operations of the Company or Inflection Point as
a result of the consummation of the Business Combination; (11) the ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably,
the ability of the combined company to build or maintain relationships with customers and retain its management and key employees, capital
expenditures and requirements for additional capital, and timing of future cash flow provided by operating activities; (12) costs related
to the Business Combination; (13) estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions
and purchase price and other adjustments; and (14) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in Inflection Point’s Annual Report on Form 10-K for the
year ended December 31, 2025, and in subsequent filings with the SEC, including the Registration Statement, relating to the Business
Combination by Inflection Point, the Company, and/or one or more of their affiliates, and periodic Exchange Act reports filed by Inflection
Point with the SEC, such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. These statements
are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Inflection
Point’s and the Company’s management and are not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point and the
Company. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks
that neither Inflection Point nor the Company presently know or that Inflection Point and the Company currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements
reflect Inflection Point’s and the Company’s expectations, plans or forecasts of future events and views as of the date of
this Current Report on Form 8-K. Inflection Point and the Company anticipate that subsequent events and developments will cause Inflection
Points’ and the Company’s assessments to change. However, while Inflection Point and the Company may elect to update these
forward-looking statements at some point in the future, Inflection Point and the Company specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing Inflection Point’s and the Company’s assessments
as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This communication is for informational purposes
only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation
of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
INFLECTION POINT ACQUISITION CORP. III |
| |
|
| Date: August 5, 2026 |
By: |
/s/ Kevin Shannon |
| |
Name: |
Kevin Shannon |
| |
Title: |
Chief Operating Officer |
