Air Water Ventures Ltd

On August 14, 2026 (the “Closing Date”), Air Water Ventures Limited, a Cayman Islands exempted company (“PubCo”), consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of August 25, 2025 (as amended by that certain Amendment to Business Combination Agreement, dated as of December 31, 2025 and that Second Amendment to Business Combination Agreement, dated as of June 5, 2026, the “Business Combination Agreement”), by and among PubCo, Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (“Inflection Point” or “SPAC”), Air Water Ventures Holdings Limited, a Cayman Islands exempted company (“Air Water Holdings”), and IPCX Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”). Unless otherwise stated or the context otherwise requires, capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement.

As of the Closing Date, the following transactions listed below occurred pursuant to the terms of the Business Combination Agreement (collectively, the “Transactions”).

Conversion of Securities

One day prior to the date of the First Merger Effective Time (as defined below):

At the effective time of the First Merger (the “First Merger Effective Time”), by virtue of the First Merger and without any action on the part of any party or the holders of securities of Inflection Point or PubCo:

At the effective time of the Second Merger (“Second Merger Effective Time”), by virtue of the Second Merger and without any action on the part of any party or the holders of securities of Air Water Holdings or PubCo:

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Earnout Shares

Following the Closing, PubCo will issue to Eligible Air Water Holdings Equityholders and the PSU Holders up to 20,000,000 additional PubCo Ordinary Shares in the aggregate (the “Earnout Shares”) in four tranches of 5,000,000, respectively, if:

Prior to Closing, a total of 24,548,661 Inflection Point Class A Ordinary Shares included in the Inflection Point Units issued in Inflection Point’s initial public offering (the “Inflection Point Public Shares”) were redeemed for a value of approximately $256,909,016.41, resulting in a total of 751,339 Inflection Point Class A Ordinary Shares remaining issued and outstanding as of the Closing Date. As of Closing, the amount standing to the balance of the Trust Account was approximately $7,862,985. As of August 14, 2026, subsequent to Closing, there were 31,639,454 PubCo Ordinary Shares outstanding.

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Prior to the completion of the Transactions, PubCo did not conduct any material activities other than those incident to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings. Upon the closing of the Transactions, PubCo became the direct parent of the surviving company of the Second Merger (after such merger the surviving company was renamed Air Water Ventures Holdings Limited and such surviving company is referred to herein as “Air Water OpCo”), 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.

Company Support Agreement

Concurrently with the execution of the Business Combination Agreement, Inflection Point entered into Company Support Agreements (each, a “Company Support Agreement”) with Air Water Holdings, PubCo and certain shareholders of Air Water Holdings (collectively, the “Supporting Shareholders”), pursuant to which each Supporting Shareholder agreed to, among other things, (i) vote Air Water Holdings Ordinary Shares held by such Supporting Shareholder (together with any other equity securities thereafter acquired by such Supporting Shareholder, the “Air Water Holdings Subject Securities”) in favor of the Business Combination Agreement and the transactions contemplated thereby, (ii) be bound by certain other covenants and agreements related to the Business Combination, (iii) be bound by certain transfer restrictions with respect to Air Water Holdings Subject Securities and (iv) waive its dissenter rights under Section 238 of the Companies Act and any other similar statute.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with Inflection Point, PubCo and Air Water Holdings, pursuant to which the Sponsor agreed to, among other things, (i) vote Inflection Point Class B Ordinary Shares and Inflection Point Class A Ordinary Shares held by Sponsor (together with any other equity securities thereafter acquired by Sponsor, the “Sponsor Subject Securities”) in favor of the adoption and/or approval, as applicable, by Inflection Point’s shareholders in accordance with the Inflection Point Organizational Documents at any meeting of Inflection Point Shareholders to be called for approval of the Business Combination, (ii) waive its anti-dilution rights in the Inflection Point Organizational Documents, (iii) waive its dissenter rights under Section 238 of the Companies Act and any other similar statute, (iv) be bound by certain other covenants and agreements related to the Business Combination, (v) be bound by certain transfer restrictions with respect to the Sponsor Subject Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement and (vi) irrevocably waive its redemption rights in connection with the consummation of the Business Combination with respect to any Sponsor Subject Securities held.

Air Water Holdings Lock-Up Agreement

In connection with the Closing, the Business Combination Agreement requires, among other things, that those certain holders of Air Water Holdings Ordinary Shares as of immediately prior to the Second Merger Effective Time enter into an agreement (the “Air Water Holdings Shareholder Lock-Up Agreement”) providing that such holder of Air Water Holdings Ordinary Shares will not, subject to certain customary exceptions, transfer its Restricted Securities (as defined in the Air Water Holdings Shareholder Lock-Up Agreement) during the period commencing from the Closing Date until the earlier of (i) six months after the Closing or (ii) the date following the Closing on which PubCo completes a liquidation, merger, share exchange, reorganization or other similar transaction in which all of its shareholders have the right to exchange their ordinary shares for cash, securities or other property. Pursuant to Section 10.3 of the Business Combination Agreement, the conditions precedent to the obligations of Inflection Point to consummate the Business Combination included, among other things, that (a) each of Air Water Holdings and PubCo have performed, in all material respects, all of their respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the closing date and (b) a counterpart to the ancillary documents (including the Air Water Holdings Shareholder Lock-Up Agreement) required to be executed by Air Water Holdings and PubCo at or prior to the closing shall have been executed and delivered to Inflection Point (the conditions set forth in clauses (a) and (b) together, the “Lock-Up Conditions Precedent”)

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On August 14, 2026, in accordance with Section 13.9 of the Business Combination Agreement, Inflection Point, Air Water Holdings and PubCo executed a written waiver whereby Inflection Point agreed to waive compliance with the requirement that certain holders of Air Water Holdings Ordinary Shares execute an Air Water Holdings Shareholder Lock-Up Agreement with respect to as many holders of Air Water Holdings Ordinary Shares as necessary to permit PubCo to satisfy the public float requirements for initial listing on Nasdaq, and agreed that such holders of Air Water Holdings Ordinary Shares would be excluded from the requirement to execute an Air Water Holdings Shareholder Lock-Up Agreement on a sequential basis, beginning with the holder of Air Water Holdings Ordinary Shares that owns the fewest number of Air Water Holdings Ordinary Shares and excluding each successive holder thereafter that owns the next fewest number of Air Water Holdings Ordinary Shares until PubCo's public float requirement is satisfied. These shareholders hold an aggregate of approximately 4.9% of PubCo Ordinary Shares following the closing of the Business Combination. Accordingly, holders of Air Water Holdings Ordinary Shares representing approximately 55.5% of the PubCo Ordinary Shares outstanding immediately following the closing of the Business Combination executed Air Water Holdings Shareholder Lock-Up Agreements as contemplated by the Business Combination Agreement.

Sponsor Lock-Up Agreement

In connection with the Closing, the Sponsor and certain other Inflection Point Shareholders who were members of Inflection Point’s board of directors and/or management team (such individuals, the “Inflection Point Insiders”) entered into an agreement (the “Sponsor Lock-Up Agreement”) providing that Sponsor and Inflection Point Insiders will not, subject to certain customary exceptions, transfer (i) the General Restricted Securities (as defined below) during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) the Private Placement Restricted Securities (as defined below) during the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property. For purposes of the Sponsor Lock-Up Agreement, (a) “Private Placement Restricted Securities” means the PubCo Ordinary Shares issued to the Sponsor pursuant to the Business Combination Agreement in exchange for the 500,000 units consisting of one Inflection Point Class A Ordinary Share and one right to receive one-tenth of one Inflection Point Class A Ordinary Share upon Closing following the unit separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions), and (b) “General Restricted Securities” means the PubCo Ordinary Shares issued to the Sponsor or Inflection Point Insiders in exchange for Inflection Point Class A Ordinary Shares received by Sponsor or Inflection Point Insiders upon conversion of Inflection Point Class B Ordinary Shares, pursuant to the terms of the Business Combination Agreement (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

New Registration Rights Agreement

In connection with the Closing, PubCo, certain Air Water Holdings equityholders, the Sponsor, Inflection Point Fund I, LP (“IPF”) and the other parties signatory thereto, entered into the New Registration Rights Agreement, pursuant to which PubCo agreed to (i) register for resale certain Registrable Securities (as defined in the New Registration Rights Agreement) held by the parties thereto from time to time, (ii) file a shelf registration statement registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing Date and (iii) provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities.

The PubCo Ordinary Shares are trading on the Nasdaq Global Market tier of Nasdaq under the symbol “WATR.”

Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we”, “us”, “our”, or “PubCo” refer to Air Water Ventures Limited, a Cayman Islands exempted company, and its consolidated subsidiaries.

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