Air Water Ventures Limited (WATR) has filed a Form F-1 for a mixed primary and resale offering tied to its recent SPAC business combination. The primary component registers up to 230,515,880 Ordinary Shares, mainly issuable upon conversion of Series A Preferred Shares, exercise of Series A Investor Warrants, and as Earnout Shares.
The resale component covers up to 404,549,456 Ordinary Shares, plus 117,037.282 Series A Preferred Shares and 16 Series A Investor Warrants held by selling securityholders. The Ordinary Shares covered for resale represent 93.4% of issued and outstanding Ordinary Shares on a fully diluted basis, creating potential for substantial share sales once lock-ups expire. Air Water will receive no proceeds from resales; it would receive up to $146.4 million only if all Series A Investor Warrants are exercised for cash, but the current warrant exercise price of $12.00 is well above the recent Nasdaq trading price of $1.83 per share.
Air Water Ventures Ltd (WATR) reported entering a non-binding letter of intent with Second Spring Water, Inc. to acquire substantially all assets of a premium, nationally distributed spring water brand. The contemplated base consideration is $92.5 million in Company common stock and $7.5 million in cash, plus potential contingent stock consideration.
The number of shares for the stock consideration, including any earnout, would use a volume-weighted average trading price with a $3.00 floor and $6.00 cap immediately prior to closing. In connection with this proposed acquisition, Second Spring issued a $3.0 million secured promissory note to Air Water Ventures Holdings Limited at 6.0% annual interest, maturing two months after funding, as part of the working capital financing structure.
Air Water Ventures Ltd (WATR) has a significant shareholder group led by Inflection Point Asset Management LLC and related entities, which together may be deemed to beneficially own 15,391,525 Ordinary Shares, representing 40.5% of the company on a partially diluted basis through common, preferred and warrant holdings.
Inflection Point Holdings III LLC holds 8,983,333 Ordinary Shares, originating from its SPAC sponsor stake in Inflection Point Acquisition Corp. III and subsequent business combination with Air Water Ventures. Inflection Point Fund I, LP holds instruments convertible or exercisable into 6,408,192 Ordinary Shares, consisting of 26,449.127 PubCo Series A Preferred Shares and PubCo Series A Investor Warrants to purchase 4,204,096 Ordinary Shares at an initial $12.00 conversion and exercise price.
The PubCo Series A Preferred Shares carry a 10–12% annual dividend, senior liquidation preference, broad protective voting rights, conversion price anti-dilution adjustments (including a reset mechanism tied to volume‑weighted average price, with a floor of $5.00), and both holder put and issuer call/redemption features based on 100–150% of Accrued Value. A sponsor lock-up restricts certain Inflection Point transfers for up to six months after closing, and a registration rights agreement requires the company to file a shelf registration for resale of registrable securities.
Air Water Ventures Ltd (WATR), a Cayman Islands foreign private issuer, completed its business combination with Inflection Point Acquisition Corp. III on August 14, 2026, becoming the parent of operating subsidiary Air Water OpCo. The company provides sustainable water solutions by producing drinking water from atmospheric humidity and selling premium packaged water and atmospheric water generators.
On the closing date, 31,639,454 PubCo Ordinary Shares were outstanding. SPAC redemptions were high, with 24,548,661 Class A shares redeemed for about $256.9 million, leaving 751,339 public shares and roughly $7.86 million in the trust account. Up to 20,000,000 Earnout Shares may be issued in four tranches based on revenue, EBITDA and share-price triggers through June 30, 2028.
The capital structure also includes 117,037.283 Series A Preferred Shares and PubCo Series A Investor Warrants exercisable for up to 12,121,349 Ordinary Shares at $12.00 per share. Approximately 55.5% of Ordinary Shares are subject to lock-up agreements, while about 4.9% were excluded from lock-up to meet Nasdaq public float requirements. The Ordinary Shares trade on the Nasdaq Global Market under the symbol WATR, and the company currently does not expect to pay cash dividends.
Air Water Ventures Ltd (WATR) filed an initial ownership report for David Timothy Tuerff, who serves as the company’s CFO. The filing does not list any current holdings or recent transactions in the company’s equity securities by Tuerff. Air Water Ventures is described as a foreign private issuer under Rule 3a12-3(b) of the Securities Exchange Act, and, as a result, the reporting person’s transactions in its equity securities are stated to be exempt from Sections 16(b) and 16(c) of that Act.
Air Water Ventures Ltd (WATR) reported that Shannon Kevin George is a director, via an initial insider ownership statement. The filing notes a Power of Attorney authorizing filings on the reporting person's behalf and that, as a foreign private issuer under Rule 3a12-3(b), its equity securities are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.
Air Water Ventures Ltd (WATR) director Andrea Mollica reported initial ownership of the company’s ordinary shares. The filing lists 1,113,729 ordinary shares held directly and an additional 9,225,699 ordinary shares held indirectly through Tau Capital Holding Limited, where Mr. Mollica is one of two general partners and may share voting and investment control, while disclaiming beneficial ownership beyond any pecuniary interest. Air Water Ventures Ltd is identified as a foreign private issuer, and its equity securities are described as exempt from Sections 16(b) and 16(c) under Rule 3a12-3(b).
Air Water Ventures Ltd (WATR) filed an initial Form 3 reporting the insider status of Peter J. McDonough as a director. The filing reports no equity holdings or transactions in the company’s securities by the reporting person at this time. It also notes that, as a foreign private issuer under Rule 3a12-3(b), transactions in the company’s equity securities by this reporting person are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act. A Power of Attorney is referenced, authorizing the filing of forms on the reporting person’s behalf.
Air Water Ventures Ltd (symbol WATR) reported the initial beneficial ownership of director Matthew John Hurn on a Form 3. He is shown as directly holding 226,769 Ordinary Shares of the company as of the reported date. Air Water Ventures Ltd is identified as a foreign private issuer, and the disclosure notes that, on this basis, the reporting person’s transactions in its equity securities are exempt from Sections 16(b) and 16(c) of the Securities Exchange Act.
Air Water Ventures Ltd (ticker WATR) filed an initial ownership report for Jennifer Rae Chaplin, identifying her as a director of the company. The filing notes a Power of Attorney authorizing filings on her behalf and states that, as a foreign private issuer under Rule 3a12-3(b), the company’s equity securities are exempt from Sections 16(b) and 16(c) short-swing profit and related provisions. No specific holdings or transactions are reported in this filing.