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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 21, 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 8.01 Other Events
On July 21, 2026, Inflection Point Acquisition Corp. III (the “Inflection
Point”) entered into an agreement with a service provider in which a portion of the cash fee payable to the service provider
would be equal to the product of 125,000 multiplied by the redemption price of the Class A ordinary shares of Inflection Point in connection
with its business combination transaction (the “Business Combination”) with Air Water Ventures Holdings Limited
(the “Company”) and Air Water Ventures Limited (“PubCo”) subject to the service provider
providing evidence within five business days of the closing of the Business Combination that the service provider held 125,000 Class A
ordinary shares of Inflection Point as of immediately prior to the closing of the Business Combination that were not redeemed. As of the
time of filing of this Current Report on Form 8-K, the service provider had not purchased any Class A ordinary shares of Inflection Point.
Any such purchases subsequently made by the service provider would be made to satisfy the condition for obtaining the cash fee payment
described above and would be made at prices not exceeding the redemption price. As of the close of business on July 27, 2026, Inflection
Point had received redemption requests from holders of 24,673,661 Class A ordinary shares of Inflection Point.
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.
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.
Participants in the Solicitation
Inflection Point, the Company, PubCo and their
respective directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants
in the solicitation of proxies from Inflection Point’s shareholders with respect to the Business Combination. A list of the names
of those directors and executive officers and a description of their interests in Inflection Point and/or the Company is contained in
the sections entitled “Beneficial Ownership of PubCo,” “Proposal No. 1 — The Business
Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination,” and “Proposal No.
1 — The Business Combination Proposal — Interests of Air Water’s Directors and Executive Officers”
of the definitive proxy statement/prospectus, filed with the SEC on July 8, 2026, and which is available free of charge at the SEC’s
website at www.sec.gov, and sec.gov/Archives/edgar/data/2012318/000121390026076450/ea0297441-01.htm.
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, statements
regarding future events, the expectation that the Business Combination between Inflection Point and the Company will occur and that PubCo
will be listed on Nasdaq, the estimated or anticipated future results and benefits of PubCo following the Business Combination, including
its ability to successfully execute its business plan, the likelihood and ability of the parties to successfully consummate the Business
Combination and future opportunities for PubCo and other statements that are not historical facts.
These statements are based on the current expectations
of Inflection Point’s and/or 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. These statements are subject to a number of risks and uncertainties regarding the Company’s business and the Business
Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic,
political and business conditions; the inability of the parties to consummate the Business Combination or the intended financing; the
occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;
the number of redemption requests made by Inflection Point’s shareholders in connection with the Business Combination; the outcome
of any legal proceedings that may be instituted against the parties; the risk that the approval of Inflection Point’s shareholders
for the Business Combination is not obtained; the anticipated capitalization and enterprise value of PubCo following the consummation
of the Business Combination; the ability of PubCo to issue equity, equity-linked or other securities in the future; expectations related
to the terms and timing of the Business Combination; failure to realize the anticipated benefits of the Business Combination, including
as a result of a delay in consummating the Business Combination; the risk that the Business Combination may not be completed by Inflection
Point’s business combination deadline and the potential failure to obtain an extension of its business combination deadline, if
sought by Inflection Point; the risks related to the rollout of the Company’s business and the timing of expected business milestones;
the ability of PubCo to execute its growth strategy, manage growth profitably and retain its key employees; the ability of PubCo to obtain
or maintain the listing of its securities on the Nasdaq following the Business Combination; costs related to the Business Combination;
and other risks that will be detailed from time to time in filings with the SEC, including those risks discussed under the heading “Risk
Factors” in the definitive proxy statement/prospectus filed by each of Inflection Point and the Company with the SEC on July 8,
2026. The foregoing list of risk factors is not exhaustive. There may be additional risks that could also cause actual results to differ
from those contained in these forward-looking statements. In addition, forward-looking statements provide Inflection Point’s expectations,
plans or forecasts of future events and views as of the date of this communication. And while Inflection Point may elect to update these
forward-looking statements in the future, Inflection Point specifically disclaims any obligation to do so. These forward-looking statements
should not be relied upon as representing Inflection Point’s assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved or that the results of such forward-looking statements
will be achieved.
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: July 29, 2026 |
By: |
/s/ Kevin Shannon |
| |
Name: |
Kevin Shannon |
| |
Title: |
Chief Operating Officer |
