Air Water Ventures Ltd

This Report and the information incorporated by reference into this Report include or may include “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on the beliefs and assumptions of the management of PubCo. Although PubCo believes that its respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, PubCo cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not mean that a statement is not forward-looking. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Report and the information incorporated by reference herein and therein might not occur, and actual results could differ materially from those anticipated in these forward-looking statements.

In addition to these important factors and matters discussed elsewhere herein, and in the information and documents incorporated by reference herein, important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include:

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The forward-looking statements contained or incorporated by reference in this Report are based on PubCo’s current expectations and beliefs concerning future developments and their potential effects on its direct and indirect subsidiaries. There can be no assurance that future developments affecting PubCo will be those that PubCo has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond PubCo’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the Proxy Statement/Prospectus under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. As a result, any inclusion of the estimates or other forecast information in the Proxy Statement/Prospectus should not be relied on as “guidance” or otherwise predictive of actual future events, and actual results may differ materially from the forecasts. PubCo will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Readers of this Report are cautioned not to place undue reliance on the unaudited prospective financial information set forth in the Proxy Statement/Prospectus. PubCo nor any of its respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any shareholder or any other person regarding ultimate performance compared to the information contained in the estimates or that financial and operating results will be achieved.

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DEFINED TERMS

“Accrued Value” means, with respect to any (i) PubCo Series A Preferred Share, the aggregate amount of $1,000 (the “Stated Value”) together with any unpaid Arrears (as defined in the PubCo A&R Articles) in respect of that PubCo Series A Preferred Share (subject to Equitable Adjustment) and (ii) Air Water Holdings Series A Preferred Share, the Stated Value together with any unpaid Arrears (as defined in Air Water Holdings Charter) in respect of that Air Water Holdings Series A Preferred Share (as adjusted in accordance with Air Water Holdings Charter); provided that in connection with the consummation of the Second Merger, the Accrued Value of each Air Water Holdings Series A-1 Preferred Share shall be divided by 0.85.

“Air Water Holdings Charter” means the third amended and restated memorandum and articles of association of Air Water Holdings adopted by special resolution passed on June 2, 2026, as the same may be amended or modified from time to time after the date hereof.

“Air Water Holdings Ordinary Shares” means the ordinary shares of a nominal or par value of $0.01344 per share of Air Water Holdings.

“Air Water Holdings PSU” means each performance-based restricted share unit granted to a PSU Holder that entitles such PSU Holder to a number of Earnout Shares, determined based on the pro-rata portion of Earnout Shares attributable to such PSU Holder’s Air Water Holdings RSUs, subject to achievement of the applicable Triggering Event.

“Air Water Holdings RSU” means each restricted share unit with respect to Air Water Holdings Ordinary Shares.

“Air Water Holdings Series A Preferred Shares” means Air Water Holdings Series A-1 Preferred Shares and Air Water Holdings Series A-2 Preferred Shares, collectively.

“Air Water Holdings Series A-1 Preferred Shares” means the Series A-1 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water Holdings.

“Air Water Holdings Series A-2 Preferred Shares” means the Series A-2 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water Holdings.

“Air Water Holdings Shareholder” means a holder of Air Water Holdings Shares.

“Air Water Holdings Shares” means Air Water Holdings Ordinary Shares and Air Water Holdings Series A Preferred Shares.

***“Air Water Holdings Warrants”***means the warrants to purchase Air Water Holdings Ordinary Shares at a purchase price per share of $7,624.33.

“Business Combination” means the transactions contemplated in the Business Combination Agreement.

***“Business Combination Agreement”***or “BCA” means the Business Combination Agreement, dated as of August 25, 2025, by and among Air Water Holdings, PubCo, Inflection Point, and Merger Sub, as amended by the First BCA Amendment and the Second BCA Amendment, and as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York, London, England, or George Town, Cayman Islands, are authorized to close for business.

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“Closing” means the closing of the Business Combination.

***“Closing PIPE Investors”***refers, collectively, to the certain investors that entered into the Closing PIPE Subscription Agreements that are identified on the signature pages thereto.

“Closing PIPE Subscription Agreements” means the Subscription Agreements, dated as of August 25, 2025 and March 19, 2026, respectively, by and between Air Water Holdings and the Closing PIPE Investors.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Conversion Price” means, with respect to each PubCo Series A Preferred Share, $12.00 (subject to adjustment as set forth in the PubCo A&R Articles).

***“Convertible Loan Agreement”***means the Convertible Loan Agreement, dated as of May 23, 2024, as lender, as further amended by that Deed of Variation of Contract dated May 21, 2025, by and among Air Water UK, as borrower, and Tau Capital Holding — Sole Proprietorship LLC.

“Convertible Securities” means any shares or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for, or which otherwise entitle the holder thereof to acquire, any PubCo Ordinary Shares and any securities of PubCo that when paired with one or more other securities of PubCo or another entity entitle the holder thereof to receive PubCo Ordinary Shares.

“Earnout Period” means the time period beginning on the date that is the six-month anniversary of the Closing Date and ending on June 30, 2028.

“EBITDA” means, with respect to a particular fiscal quarter, PubCo’s consolidated net income for such fiscal quarter, calculated in accordance with IFRS, before giving effect to interest expense, taxes on income, depreciation or amortization as adjusted to (a) exclude any non-recuring revenue, one-time or extraordinary gains, income, costs or expenses and (b) add back any restructuring costs, charges or expenses, in each case incurred or recognized during such fiscal quarter.

“EBITDA Run Rate” means the projected EBITDA of PubCo for a 4-quarter period, which shall be calculated by multiplying the aggregate actual quarterly EBITDA publicly reported by PubCo for the Subject Quarters by two.

“Eligible Air Water Holdings Equityholders” means each holder of an issued and outstanding Air Water Holdings Ordinary Share, Air Water Holdings Series A-1 Preferred Share or Air Water Holdings Warrant, excluding any holders of Air Water Holdings Series A-1 Preferred Shares or Air Water Holdings Warrants that are not Pre-Funded PIPE Investors as of the date of the Second BCA Amendment.

“Equitable Adjustment” means, in the event that, (a) following August 25, 2025 but prior to the Closing (with respect to holders of Air Water Holdings Ordinary Shares) or (b) following the Closing but prior to an applicable Triggering Event (with respect to Eligible Air Water Holdings Equityholders and the PSU Holders), the number of outstanding PubCo Ordinary Shares shall have been changed into a different number of shares or a different class by reason of any reclassification, share split (including a reverse share split), reorganization, recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a share dividend or share distribution with a record date within said period, an equitable adjustment as necessary to provide the holders of Air Water Holdings Ordinary Shares or the Eligible Air Water Holdings Equityholders or PSU Holders, as applicable, with the same economic effect as contemplated by the Business Combination Agreement prior to such event.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Shares” means Inflection Point Ordinary Shares, if any, held in the treasury of Inflection Point.

“First BCA Amendment” refers to the Amendment to Business Combination Agreement, dated as of December 31, 2025, by and between Air Water Holdings and Inflection Point.

“First Merger” means the merger of Inflection Point with and into PubCo, as a result of which the separate corporate existence of Inflection Point shall cease and PubCo shall continue as the surviving company.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental, Tax, regulatory or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

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“IFRS” means the International Financial Reporting Standards as promulgated by the International Accounting Standards Board.

***“Inflection Point”***means Inflection Point Acquisition Corp. III, a Cayman Islands exempted company.

“Inflection Point Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Inflection Point.

“Inflection Point Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Inflection Point.

“Inflection Point Ordinary Shares” means the Inflection Point Class A Ordinary Shares and the Inflection Point Class B Ordinary Shares, collectively.

“Inflection Point Organizational Documents” means the amended and restated memorandum and articles of association of Inflection Point dated April 24, 2025, as the same may be amended or modified from time to time after the date hereof.

“Inflection Point Public Unit” means a unit consisting of one Public Share and one Inflection Point Right issued in the Inflection Point IPO.

“Inflection Point Right” means a right to receive one-tenth (1/10) of one Inflection Point Class A Ordinary Share in accordance with the terms of the Inflection Point Rights Agreement.

“Inflection Point Rights Agreement” means the Rights Agreement between Inflection Point and Continental Stock Transfer & Trust Company, dated April 24, 2025.

“Inflection Point Shareholders” means the holders of Inflection Point Ordinary Shares.

“Inflection Point Unit” means a unit consisting of one Inflection Point Class A Ordinary Share and one Inflection Point Right, including the units initially issued in the IPO, the private placement conducted concurrently with the IPO, and any units issued upon conversion of working capital loans to Inflection Point pursuant to the terms thereof.

“IPAM” means Inflection Point Asset Management LLC.

“IPO” means the initial public offering of the Inflection Point Public Units pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of Inflection Point, dated as of April 24, 2025, and filed with the SEC on April 25, 2025 (File No. 333-283427).

“Nasdaq” means Nasdaq Stock Market LLC.

“New Registration Rights Agreement” means the New Registration Rights Agreement to be entered into by and among PubCo, Air Water Holdings, Inflection Point, the Sponsor, and the Holders (as defined in the New Registration Rights Agreement).

**“Options” **means any rights, warrants or options to subscribe for or purchase PubCo Ordinary Shares or Convertible Securities.

“Ordinary Share Price” means the share price equal to the closing sale price of one PubCo Ordinary Share as reported on Nasdaq (or the exchange on which the PubCo Ordinary Shares are then listed) for a period of at least 30 Trading Days out of 45 consecutive Trading Days ending on the Trading Day immediately prior to the date of determination, in each case subject to Equitable Adjustment.

***“PIPE Investors”***means IPF, the other Pre-Funded PIPE Investors and the Closing PIPE Investors.

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***“Pre-Funded PIPE Investors”***refers, collectively, to the investors that entered into the Pre-Funded PIPE Subscription Agreement that are identified on the signature pages thereto.

“Pre-Funded PIPE Subscription Agreement” means the Pre-Funded PIPE Subscription Agreements, dated as of August 25, 2025 and March 19, 2026, respectively, by and among Air Water Holdings and the Pre-Funded PIPE Investors.

“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 Private Placement Units (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).

“Private Placement Units” means the aggregate of 740,000 Inflection Point Units purchased by Inflection Point Holdings III LLC and Cantor Fitzgerald & Co., the representative of the underwriters of Inflection Point’s IPO, in a private placement concurrent with Inflection Point’s IPO, for an aggregate of $7,400,000.

“PSU Holder” means each individual designated as a PSU Holder pursuant to the Business Combination Agreement.

***“PubCo A&R Articles”***means PubCo’s amended and restated memorandum and articles of association to be adopted in connection with the consummation of the Business Combination.

***“PubCo Board”***means the Board of Directors of PubCo.

“PubCo Ordinary Shares” means the ordinary shares of U.S. $0.001 par value per share of PubCo.

“PubCo Preferred Share Issue Price” means $1,000 per PubCo Series A Preferred Share.

“PubCo Securities” means the PubCo Ordinary Shares, the PubCo Series A Preferred Shares and the PubCo Series A Investor Warrants, collectively.

“PubCo Series A Investor Warrants” means warrants to purchase a number of PubCo Ordinary Shares equal to (x) the number of Air Water Holdings Ordinary Shares issuable upon conversion of the applicable Pre-Funded PIPE Investor’s or PIPE Investor’s Air Water Holdings Series A Preferred Shares upon a hypothetical conversion of such Air Water Holdings Series A Preferred Shares immediately prior to the Second Merger multiplied by (y) the Exchange Ratio.

“PubCo Series A Preferred Shares” means the series A redeemable preference shares of U.S. $0.001 par value per share of PubCo.

***“Public Shareholder”***means a holder of Public Shares.

***“Public Shares”***means the Inflection Point Class A Ordinary Shares included in the Inflection Point Units issued in the IPO.

“Redeeming SPAC Share” means each Inflection Point Ordinary Share in respect of which the applicable holder thereof has validly exercised its Redemption Right (and not waived, withdrawn or otherwise lost such rights in accordance with the terms of the SPAC Charter and applicable Law).

“Redemption Price” means an amount equal to the price at which each Public Share may be redeemed in connection with the Business Combination pursuant to the Inflection Point Organizational Documents, which price will be the per-share price, equal to a pro rata portion of the aggregate amount on deposit in the Trust Account as of two Business Days prior to the completion of the Business Combination, calculated in accordance with the Inflection Point Organizational Documents.

“Registrable Security” means (a) any PubCo Ordinary Shares held by a Holder (as defined in the New Registration Rights Agreement) immediately following the Closing, (b) any PubCo Ordinary Shares that may be acquired by Holders upon the exercise, conversion or redemption of any other security of PubCo or other right to acquire PubCo Ordinary Shares held by a Holder immediately following the Closing, (c) any outstanding PubCo Ordinary Shares or other equity securities (including the PubCo Ordinary Shares issued or issuable upon the exercise of any other equity security) of PubCo held by a Holder on or following the date of the New Registration Rights Agreement to the extent such securities are “restricted securities” or are held by an “affiliate” (each as defined in Rule 144 under the Securities Act) and (d) any other equity security, including any warrants, PubCo Ordinary Shares or other securities of PubCo, issued or issuable with respect to any securities referenced in clauses (a), (b) or (c) above by way of share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by PubCo and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration, including pursuant to Rule 144 under the Securities Act (“Rule 144”) promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations including as to manner or timing of sale or current public information requirements under Rule 144(i) (to the extent applicable)); or (v) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

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“Revenue Run Rate” means the projected revenue of PubCo for a 4-quarter period, which shall be calculated by multiplying the aggregate actual quarterly Revenue publicly reported by PubCo for the Subject Quarters by two.

“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Second BCA Amendment” refers to the Second Amendment to Business Combination Agreement, dated as of June 5, 2026, between Air Water Holdings and Inflection Point.

***“Second Merger”***means the merger of Air Water Holdings with and into Merger Sub, as a result of which the separate corporate existence of Air Water Holdings shall cease and Merger Sub shall continue as the surviving company and a wholly owned direct subsidiary of PubCo.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SPAC Dissenting Share” means each Inflection Point Ordinary Share in respect of which the applicable holder thereof has validly exercised in writing dissenter rights in accordance with Section 238 of the Companies Act and who has otherwise complied with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights.

“Sponsor” means Inflection Point Holdings III LLC, a Delaware limited liability company.

“Subject Quarters” means, for purposes of calculating Revenue Run Rate and EBITDA Run Rate, the two most recently completed fiscal quarters of PubCo as of the date of calculation of Revenue Run Rate or EBITDA Run Rate, as applicable.

***“Subscription Agreements”***means the Pre-Funded PIPE Subscription Agreement and the Closing PIPE Subscription Agreements.

“Trading Day” means any day on which PubCo Ordinary Shares are actually traded on the principal securities exchange or securities market on which PubCo Ordinary Shares are then traded.

“Triggering Event” means either Triggering Event I, Triggering Event II, Triggering Event III or Triggering Event IV.

“Triggering Event I” shall occur if, on or prior to the quarter ending December 31, 2027, the Revenue Run Rate equals or exceeds $80,000,000.

“Triggering Event II” shall occur if, on or prior to the quarter ending December 31, 2027, the EBITDA Run Rate equals or exceeds $30,000,000.

“Triggering Event III” shall occur if, on or prior to the quarter ending June 30, 2028, (a) the Revenue Run Rate equals or exceeds $160,000,000 and (b) the EBITDA Run Rate equals or exceeds $70,000,000.

“Triggering Event IV” shall occur if, within the Earnout Period, the Ordinary Share Price is greater than or equal to $20.00, subject to Equitable Adjustment.

“Trust Account” means the trust account established by Inflection Point for the benefit of its Public Shareholders and the underwriters of its IPO with the proceeds from the IPO and certain proceeds from the sale of the Private Placement Units, pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of April 24, 2025, as it may be amended (including to accommodate the First Merger), by and between Inflection Point and the Trustee.

“Trustee” means Continental Stock Transfer & Trust Company, a New York corporation, in its capacity as trustee under the Trust Agreement.

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