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Air Water Ventures Ltd (WATR) is the subject of a Schedule 13G reporting ownership by Tau Capital Holding Limited, Andrea Mollica and William Murray. Tau Capital reported beneficial ownership of 10,289,173 ordinary shares, or 31.5%; Mollica and Murray each reported 11,402,902 shares, or 34.9%.
Mollica and Murray each reported sole voting and dispositive power over 1,113,729 shares and shared power over 10,289,173 shares. Their reported positions overlap with Tau Capital's shared position, and both disclaim beneficial ownership of ordinary shares held of record by Tau Capital. The shared amount comprises 9,225,699 ordinary shares, 531,737 shares issuable upon conversion of Series A preferred shares, and 531,737 shares issuable upon exercise of a Series A Investor Warrant. The percentages are based on 31,639,439 ordinary shares outstanding as of September 9, 2026.
Key Figures
Tau Capital beneficial ownership:10,289,173 ordinary sharesTau Capital ownership percentage:31.5%Mollica and Murray reported beneficial ownership:11,402,902 shares each+5 more
8 metrics
Tau Capital beneficial ownership10,289,173 ordinary sharesReported amount
Tau Capital ownership percentage31.5%Based on 31,639,439 ordinary shares outstanding as of September 9, 2026
Mollica and Murray reported beneficial ownership11,402,902 shares eachEach reporting person
Mollica and Murray ownership percentage34.9% eachBased on 31,639,439 ordinary shares outstanding as of September 9, 2026
Ordinary shares outstanding31,639,439 sharesAs of September 9, 2026
Ordinary shares held in shared amount9,225,699 sharesComponent of the 10,289,173 shares reported by Tau Capital
Shares issuable upon conversion531,737 ordinary sharesUpon conversion of Series A Preferred Shares
Shares issuable upon warrant exercise531,737 ordinary sharesUpon exercise of a Series A Investor Warrant
Key Terms
beneficial ownership, Shared Voting Power, dispositive power, Series A Investor Warrant
4 terms
beneficial ownershipregulatory
"Amount beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared Voting Powerregulatory
"Shared Voting Power 10,289,173.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerregulatory
"Sole power to dispose or to direct the disposition"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Series A Investor Warrantfinancial
"issuable upon exercise of a Series A Investor Warrant"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many shares did WATR's reporting persons report?
Tau Capital Holding Limited reported beneficial ownership of 10,289,173 ordinary shares, or 31.5%. Andrea Mollica and William Murray each reported 11,402,902 shares, or 34.9%, while disclaiming beneficial ownership of ordinary shares held of record by Tau Capital.
What securities make up Tau Capital's reported WATR shares?
The 10,289,173-share amount comprises 9,225,699 ordinary shares, 531,737 ordinary shares issuable upon conversion of 6,327.542 Series A Preferred Shares at the initial conversion price, and 531,737 ordinary shares issuable upon exercise of a Series A Investor Warrant at the initial exercise price.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Air Water Ventures Ltd
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G0180H107
(CUSIP Number)
08/14/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0180H107
1
Names of Reporting Persons
Tau Capital Holding Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
10,289,173.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
10,289,173.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,289,173.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
31.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The share number reported in rows 6, 8, and 9 consists of (i) 9,225,699 Ordinary Shares, (ii) 531,737 Ordinary Shares issuable upon conversion of 6,327.542 Series A Preferred Shares of the Issuer at the initial conversion price, and (iii) 531,737 Ordinary Shares issuable upon exercise of a Series A Investor Warrant of the Issuer at the initial exercise price.
SCHEDULE 13G
CUSIP Number(s):
G0180H107
1
Names of Reporting Persons
Mollica Andrea
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ITALY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,113,729.00
6
Shared Voting Power
10,289,173.00
7
Sole Dispositive Power
1,113,729.00
8
Shared Dispositive Power
10,289,173.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,402,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
34.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The share number reported in rows 6 and 8 consists of (i) 9,225,699 Ordinary Shares, (ii) 531,737 Ordinary Shares issuable upon conversion of 6,327.542 Series A Preferred Shares of the Issuer at the initial conversion price, and (iii) 531,737 Ordinary Shares issuable upon exercise of a Series A Investor Warrant of the Issuer at the initial exercise price.
SCHEDULE 13G
CUSIP Number(s):
G0180H107
1
Names of Reporting Persons
William Murray
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,113,729.00
6
Shared Voting Power
10,289,173.00
7
Sole Dispositive Power
1,113,729.00
8
Shared Dispositive Power
10,289,173.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,402,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
34.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The share number reported in rows 6 and 8 consists of (i) 9,225,699 Ordinary Shares, (ii) 531,737 Ordinary Shares issuable upon conversion of 6,327.542 Series A Preferred Shares of the Issuer at the initial conversion price, and (iii) 531,737 Ordinary Shares issuable upon exercise of a Series A Investor Warrant of the Issuer at the initial exercise price.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Air Water Ventures Ltd
(b)
Address of issuer's principal executive offices:
Unit 3, Kizad KLP FZ, Kizad, PO Box 109214, Abu Dhabi, United Arab Emirates, 000000
Item 2.
(a)
Name of person filing:
This statement is filed by (i) Tau Capital Holding Limited ("Tau Capital"); (ii) Andrea Mollica; and (iii) William Murray. The foregoing are collectively referred to herein as the "Reporting Persons."
Each Reporting Person holds securities of the Issuer. Messrs. Mollica and Murray are the general partners of Tau Capital.
(b)
Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is Al Sila Tower, Level 25, Unit 36, ADGM, Abu Dhabi, UAE.
(c)
Citizenship:
Tau Capital is a limited liability company organized and existing under the laws of the Abu Dhabi Global Market. Mr. Mollica is a citizen of Italy. Mr. Murray is a citizen of the United Kingdom.
(d)
Title of class of securities:
Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G0180H107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Information in Row 9 of the respective cover pages of the Reporting Persons is incorporated into this Item 4(a) by reference.
Messrs. Mollica and Murray each disclaims beneficial ownership of all Ordinary Shares included in this report held of record by Tau Capital, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose.
(b)
Percent of class:
Information in Row 11 of the respective cover pages of the Reporting Persons is incorporated into this Item 4(b) by reference.
The percentages are based on 31,639,439 Ordinary Shares outstanding as of September 9, 2026, as reported in the Issuer's registration statement on Form F-1 filed on September 11, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tau Capital 0
Andrea Mollica 1,113,729
William Murray 1,113,729
(ii) Shared power to vote or to direct the vote:
10,289,173 for all Reporting Persons
(iii) Sole power to dispose or to direct the disposition of:
Tau Capital 0
Andrea Mollica 1,113,729
William Murray 1,113,729
(iv) Shared power to dispose or to direct the disposition of:
10,289,173 for all Reporting Persons
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
