As filed with the Securities and Exchange Commission on June 26, 2026

Registration No. 333-294998

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________

AMENDMENT NO. 2

TO
FORM F-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________________

Air Water Ventures Limited

(Exact name of Registrant as specified in its charter)
_______________________________

For Co-Registrants, see “Table of Co-Registrant” on the following page.

c/o Air Water Ventures Ltd
Unit 3, Kizad KLP FZ, Kizad
Abu Dhabi, UAE
PO Box 109214
Telephone: +1 305-939-4922
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_______________________________

Corporation Service Company
1201 Hays Street
Tallahassee, FL 32301
Telephone: (302) 636-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________

Copies to:

_______________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this Registration Statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

____________

†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANT

____________

(1)      The Co-Registrant has the following principal executive office:

c/o Air Water Ventures Ltd
Unit 3, Kizad KLP FZ, Kizad
Abu Dhabi, UAE
PO Box 109214

(2)      The agent for service for the Co-Registrant is:

Ogier Global (Cayman) Limited
89 Nexus Way
Camana Bay, Grand Cayman, KY1-9009, Cayman Islands
Telephone: +1 345 949 9876

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION — DATED JUNE 26, 2026

The board of directors of Inflection Point Acquisition Corp. III, a Cayman Islands exempted company (“Inflection Point”), has unanimously (i) determined that 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 (the “First BCA Amendment”) and that Second Amendment to Business Combination Agreement, dated as of June 5, 2026 (the “Second BCA Amendment”)), and as amended and as may be further amended from time to time, the “Business Combination Agreement”, by and among Inflection Point, Air Water Ventures Holdings Limited, a Cayman Islands exempted company (“Air Water” or “Company”), Air Water Ventures Limited, a Cayman Islands exempted company (“PubCo”) and IPCX Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), the Ancillary Documents, the mergers and the other transactions contemplated by the Business Combination Agreement are in the best interests of Inflection Point, (ii) approved the Business Combination Agreement, the Ancillary Documents to which Inflection Point is a party, the mergers and the other transactions contemplated by the Business Combination Agreement and (iii) recommended the approval and adoption of the Business Combination Agreement, the Ancillary Documents to which Inflection Point is a party, the mergers and the other transactions contemplated by the Business Combination Agreement by Inflection Point’s shareholders. Pursuant to the terms of the Business Combination Agreement, (i) Inflection Point will be merged 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 (the “First Merger”), and (ii) one (1) Business Day after the First Merger, Air Water will be merged with and into Merger Sub, as a result of which the separate corporate existence of Air Water shall cease and Merger Sub shall continue as the surviving company (such surviving company after such merger, “Air Water OpCo”) and a wholly owned direct subsidiary of PubCo (the “Second Merger” and, together with the First Merger, the “Mergers” and the Mergers together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), 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, as more fully described elsewhere in this proxy statement/prospectus.

In connection with the transactions contemplated by the Business Combination Agreement, Air Water Ventures Ltd., a private company incorporated under the laws of England and Wales (“Air Water UK”) entered into that certain Subscription Agreement, dated as of July 25, 2025 (the “Pre-Signing PIPE Subscription Agreement”), with Inflection Point Fund I, LP (“IPF”), pursuant to which, among other things, IPF subscribed for and purchased from Air Water UK 607 series A redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water UK, for aggregate consideration of approximately $4 million (the “Pre-Signing PIPE Investment”). Subsequently, on August 17, 2025, the shareholders of Air Water UK (including IPF) exchanged 100% of their shares in Air Water UK for an allotment of shares in Air Water as part of an internal reorganization.

In connection with the transactions contemplated by the Business Combination Agreement, Air Water entered into that certain Subscription Agreement, dated August 25, 2025 (the “August Pre-Funded PIPE Subscription Agreement”), by and among Air Water, IPF and certain other accredited investors named therein (collectively, the “August Pre-Funded PIPE Investors”). Pursuant to the terms of the Pre-Funded PIPE Subscription Agreement, the Pre-Funded PIPE Investors agreed, among other things, to subscribe for and purchase, and Air Water agreed, among other things, to issue and allot, series A1 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water (each a “Company Series A1 Preferred Share”) and warrants (each a “Company Warrant”) to purchase ordinary shares of a nominal or par value of $0.01344 per share of Air Water (each a “Company Ordinary Share”), for aggregate consideration of approximately $28.5 million, substantially concurrently with the execution and delivery of the Business Combination Agreement.

In addition, on August 25, 2025, Air Water entered into certain subscription agreements (the “August Closing PIPE Subscription Agreements” and together with the August Pre-Funded PIPE Subscription Agreement, the “August Subscription Agreements”), each dated as of August 25, 2025, pursuant to which certain accredited investors named therein (collectively, the “August Closing PIPE Investors” and together with the August Pre-Funded PIPE Investors, the “August PIPE Investors”) agreed, among other things, to subscribe for and purchase, and Air Water agreed, among other things, to issue and allot, Company Series A1 Preferred Shares or Series A2 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water (each a “Company Series A2 Preferred Share,” together with the Company Series A1 Preferred Shares, the “Company Series A Preferred Shares” and together with the Company Ordinary Shares, the “Company Shares”) and Company Warrants, for aggregate consideration of approximately $31 million, immediately prior to the Second Merger Effective Time (as defined below).

On December 31, 2025, the Company and Inflection Point entered into the First BCA Amendment to increase the maximum aggregate share reserve to be available for issuance under the PubCo Equity Incentive Plan and the PubCo Employee Share Purchase Plan from 5.0% of PubCo’s issued share capital as of immediately after Closing to 10.0% of PubCo’s issued share capital as of immediately after Closing.

On March 19, 2026, the Company entered into (i) a subscription agreement (together with the August Pre-Funded PIPE Subscription Agreements, the “Pre-Funded PIPE Subscription Agreements”) with Tau Capital (together with the August Pre-Funded PIPE Investors, the “Pre-Funded PIPE Investors”) pursuant to which Tau Capital purchased $5.0 million of Company Series A Preferred Shares and Company Warrants (the investments contemplated by the Pre-Funded PIPE Subscription Agreements dated August 25, 2025 and March 19, 2026, collectively, the “Pre-Funded PIPE Investment”), and (ii) subscription agreements (together with the August Closing PIPE Subscription Agreements, the “Closing PIPE Subscription Agreements”) with one of the August Closing PIPE Investors and certain accredited investors named therein (together with the August Closing PIPE Investor, the “Closing PIPE Investors” and the Closing PIPE Investors together with the Pre-Funded PIPE Investors, the “PIPE Investors”), pursuant to which the Closing PIPE Investors have agreed to purchase an additional $15.0 million of Company Series A Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time (the investments contemplated by the Closing PIPE Subscription Agreements dated August 25, 2025 and March 19, 2026, collectively, the “Closing PIPE Investment” and the Closing PIPE Investment, together with the Pre-Signing PIPE Investment, the “PIPE Investment”).

Further, on May 25, 2026 and June 5, 2026, the Company entered into additional Pre-Funded PIPE Subscription Agreements pursuant to which a certain PIPE Investor and IPF agreed to purchase $7.5 million and $5.0 million, respectively, of Company Series A Preferred Shares and Company Warrants.

As of June 26, 2026, the Company received a total of $96.0 million in committed proceeds from PIPE Investors in the PIPE Investment, consisting of (i) $4.0 million from the Pre-Signing PIPE Investment, (ii) $46.0 million from the Pre-Funded PIPE Investment and (iii) $46.0 million from the Closing PIPE Investment.

The Closing PIPE Investment includes $1.0 million of fixed return payable under a facility agreement entered into between Air Water UK and a Closing PIPE Investor that will be converted into PubCo Series A Investor Warrants at closing of the Business Combination.

On June 5, 2026, the Company and Inflection Point entered into the Second BCA Amendment which amends the Business Combination Agreement to reflect, among other things: (i) a reduction in the Purchase Price from $300,000,000 to $200,000,000, (ii) modifications to the definitions of Triggering Event I, Triggering Event II and Triggering Event III upon which Earnout Shares may be issued to Eligible Company Equityholders and PSU Holders and (iii) a reduction in the number of Earnout Shares issuable upon the occurrence of any and each of Triggering Event I, Triggering Event II, Triggering Event III and Triggering Event IV from a maximum of 30,000,000 Earnout Shares in four equal tranches of 7,500,000 Earnout Shares to a maximum of 20,000,000 Earnout Shares in four equal tranches of 5,000,000 Earnout Shares and (iv) an updated allocation schedule with respect to the Eligible Company Equityholders and PSU Holders who would be entitled to receive Earnout Shares.

Pursuant to the terms of the Business Combination Agreement, the aggregate base consideration (the “Aggregate Base Consideration”) to be paid to the holders of Company Ordinary Shares (including the Company Ordinary Shares underlying the restricted share units of the Company (the “Company RSUs”)) in, or in connection with, the Second Merger shall be the number of ordinary shares, par value $0.0001 per share, of PubCo (each a “PubCo Ordinary Share”) equal to the quotient of: (a) $200,000,000 (the “Purchase Price”), divided by (b) the price at which each Class A ordinary share, par value $0.0001 per share, of Inflection Point (each an “Inflection Point Class A Ordinary Share”) included in the units of Inflection Point (“Inflection Point Units”) initially issued in Inflection Point’s initial public offering (the “IPO,” and the shares included in the Inflection Point Units issued in the IPO, the “Public Shares”) may be redeemed in connection with the extraordinary general meeting (as defined below) (the “Redemption Price”).

The aggregate consideration to be paid to the holders of Company Series A Preferred Shares in, or in connection with, the Second Merger shall be a number of series A preferred shares of U.S. $0.001 par value per share of PubCo (each a “PubCo Series A Preferred Share”) equal to (i) the aggregate Accrued Value attributable to such Company Series A Preferred Share, divided by (ii) $1,000.

The consideration to be paid to each holder of an award of Company RSUs in, or in connection with the Second Merger shall be the right to receive restricted share units subject to PubCo Ordinary Shares (each a “PubCo RSU”) on the same terms and conditions (including applicable vesting, settlement and termination provisions) as are in effect

with respect to each such award of Company RSUs; provided that each award of PubCo RSUs will be subject to the number of PubCo Ordinary Shares equal to the product of (x) the number of whole Company Ordinary Shares that were subject to such award of Company RSUs (with any fractional share otherwise resulting rounded down to the nearest whole share) immediately prior to the Second Merger Effective Time, multiplied by (y) the Exchange Ratio (as defined below).

The consideration to be paid to the holders of Company Warrants issued pursuant to the Subscription Agreements will be a warrant to purchase PubCo Ordinary Shares (each a “PubCo Series A Investor Warrant”) exercisable for a number of PubCo Ordinary Shares equal to (x) the number of Company Ordinary Shares issuable upon conversion of the holder’s Company Series A Preferred Shares upon a hypothetical conversion of such Company Series A Preferred Shares immediately prior to the Second Merger, multiplied by (y) the Exchange Ratio (as defined below). The consideration to be paid to the holders of all other Company Warrants will be a PubCo Series A Investor Warrant exercisable for a number of PubCo Ordinary Shares equal to the number of Company Ordinary Shares issuable upon a hypothetical conversion of such Company Warrant as of immediately prior to the Second Merger.

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

(i)     each then-issued and outstanding Inflection Point Unit shall be automatically detached and separated into one Inflection Point Class A Ordinary Share and one right to receive one-tenth of one Inflection Point Class A Ordinary Share upon the closing of Inflection Point’s initial business combination (each an “Inflection Point Right”);

(ii)    pursuant to the Inflection Point Organizational Documents and the Sponsor Support Agreement (each as defined below), each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Inflection Point (each an “Inflection Point Class B Ordinary Share” and together with the Inflection Point Class A Ordinary Shares, the “Inflection Point Ordinary Shares”) will convert automatically, on a one-for-one basis, into one Inflection Point Class A Ordinary Share; and

(iii)   each Inflection Point Right that is then-issued and outstanding shall be automatically converted into one-tenth of one Inflection Point Class A Ordinary Share (the “Rights Conversion”) (provided that if a holder of Inflection Point Rights would be entitled to receive a fraction of an Inflection Point Class A Ordinary Share upon the Rights Conversion, the number of Inflection Point Class A Ordinary Shares issued to such holder upon the Rights Conversion will be rounded down to the nearest whole number of Inflection Point Class A Ordinary Shares without cash settlement for such rounded fraction).

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:

(i)     each Inflection Point Class A Ordinary Share (other than any Excluded Shares, Redeeming Shares and Inflection Point Dissenting Shares, each as defined below), which is issued and outstanding immediately prior to the First Merger Effective Time, shall be converted into the right to receive one PubCo Ordinary Share;

(ii)    each Inflection Point Ordinary Share held by Inflection Point, if any (the “Excluded Shares”), that is issued and outstanding immediately prior to the First Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, without any conversion thereof and no consideration shall be paid with respect thereto;

(iii)   each Public Share properly tendered for redemption in connection with the Business Combination pursuant to the Inflection Point Organizational Documents (the “Redeeming Shares”) will be redeemed by Inflection Point (the “Redemption”) and each Redeeming Share shall automatically be cancelled and shall cease to exist, and each holder of such Redeeming Shares shall thereafter cease to have any rights with respect to such securities except the right to be paid the Redemption Price in accordance with the Inflection Point Organizational Documents;

(iv)   each Inflection Point Ordinary Share issued and outstanding immediately prior to the First Merger Effective Time and held by a shareholder who is entitled to demand and has properly exercised in writing dissenter rights in respect of such shares in accordance with Section 238 of the Companies Act (Revised) of the Cayman Islands (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 (such Inflection Point Ordinary Shares being referred to collectively as the “Inflection Point Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s dissenter rights under the Companies Act with respect to such shares) shall no longer be outstanding and shall automatically be cancelled by virtue of the First Merger, and the holder of such Inflection Point Dissenting Share shall thereafter cease to have any rights with respect to such Inflection Point Dissenting Share, but instead shall be entitled to the right to be paid the fair value of such Inflection Point Dissenting Share and such other rights as are granted by Section 238 of the Companies Act; provided, however, that if, after the First Merger Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to dissent pursuant to Section 238 of the Companies Act, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Companies Act, such Inflection Point Ordinary Shares shall cease to be Inflection Point Dissenting Shares and shall be treated as if they had been converted as of the First Merger Effective Time into the right to receive PubCo Ordinary Shares without interest thereon; and

(v)    each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be irrevocably surrendered to PubCo for cancellation and for consideration equal to the subscription price (if any) that was paid for such PubCo Ordinary Share.

At the effective time of the Second Merger (the “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 or PubCo:

(i)     each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio (as defined below);

(ii)    each Company Series A Preferred Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Series A Preferred Shares equal to (x) the aggregate Accrued Value attributable to such Company Series A Preferred Share divided by (y) $1,000;

(iii)   each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time that was issued pursuant to a Subscription Agreement, will be converted into the right to receive a PubCo Series A Investor Warrant exercisable for a number of PubCo Ordinary Shares equal to (x) the number of Company Ordinary Shares issuable upon conversion of the holder’s Company Series A Preferred Shares upon a hypothetical conversion of such Company Series A Preferred Shares immediately prior to the Second Merger multiplied by (y) the Exchange Ratio;

(iv)   each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time which was not issued pursuant to a Pre-Funded PIPE Subscription Agreement or Subscription Agreement, will be converted into the right to receive a PubCo Series A Investor Warrant exercisable for a number of PubCo Ordinary Shares equal to the number of Company Ordinary Shares issuable upon a hypothetical conversion of such Company Warrant as of immediately prior to the Second Merger;

(v)    each Company RSU that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a PubCo RSU on the same terms and conditions (including applicable vesting, settlement and termination provisions) as are in effect with respect to each such award of Company RSUs; provided that each award of PubCo RSUs will be subject to the number of PubCo Ordinary Shares equal to the product of (x) the number of whole Company Ordinary Shares that were subject to such award of Company RSUs (with any fractional share otherwise resulting rounded down to the nearest whole share) immediately prior to the Second Merger Effective Time, multiplied by (y) the Exchange Ratio;

(vi)   each performance-based restricted share unit granted that entitles the holder to a number of Earnout Shares (as defined below), determined based on the pro-rata portion of Earnout Shares attributable to such holder’s Company RSUs, subject to achievement of the applicable Triggering Event (as defined below) (each a “Company PSU”) that is issued and outstanding and unvested immediately prior to the Second Merger Effective Time shall be assumed and converted into the right to receive performance-based restricted share units subject to PubCo Ordinary Shares (each a “PubCo PSU”) on the same terms and conditions (including applicable performance vesting criteria and other applicable settlement and

termination provisions) as are in effect with respect to each such award of Company PSUs immediately prior to the Second Merger Effective Time; provided that each award of Company PSUs will be subject to a number of PubCo Ordinary Shares, determined based on the pro-rata portion of Earnout Shares attributable to such holder’s Company RSUs, subject to achievement of the applicable Triggering Event (with any fractional share otherwise resulting rounded down to the nearest whole share); and

(vii)  each ordinary share of $1.00 par value per share of Merger Sub (each a “Merger Sub Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of Air Water OpCo.

The “Exchange Ratio” will be equal to the Aggregate Base Consideration divided by the total number of Company Ordinary Shares (including the Company Ordinary Shares underlying the Company RSUs) issued and outstanding immediately prior to the Second Merger Effective Time.

Each PubCo Series A Preferred Share that is issued in exchange for Company Series A Preferred Shares in the Business Combination will remain issued and outstanding after consummation of the Business Combination and will be convertible, at any time and from time to time, into a certain number of PubCo Ordinary Shares at the option of the holder of the PubCo Series A Preferred Share, as further specified in the PubCo A&R Articles.

In addition, following the Second Merger Effective Time, PubCo will issue to each holder of an issued and outstanding Company Ordinary Share, Company Series A1 Preferred Share or Company Warrant, excluding any holders of Company Series A1 Preferred Shares or Company Warrants that are not Pre-Funded PIPE Investors as of the date of the Second BCA Amendment (the “Eligible Company Equityholders”) and the holders of Company PSUs (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:

•        (i) on or prior to the quarter ending December 31, 2027, the Revenue Run Rate (as defined in the Business Combination Agreement) equals or exceeds $80,000,000;

•        on or prior to the quarter ending December 31, 2027, the EBITDA Run Rate (as defined in the Business Combination Agreement) equals or exceeds $30,000,000;

•        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; and

•        within the time period beginning on the date that is the six (6)-month anniversary of the Second Merger Effective Time and ending on June 30, 2028, the closing sale price of one PubCo Ordinary Share as reported on the Nasdaq Stock Market LLC (“Nasdaq”) (or the exchange on which the PubCo Ordinary Shares are then listed) for a period of at least twenty (20) days out of thirty (30) consecutive trading days ending on the trading day immediately prior to the date of determination, is greater than or equal to $20.00, in each case subject to Equitable Adjustments for 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.

The obligations of Inflection Point, Air Water, PubCo and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver of customary closing conditions, including without limitation:

(i)     the adoption and/or approval, as applicable, by Inflection Point’s shareholders in accordance with the Inflection Point Organizational Documents (the “Required Shareholder Approval”) of (A) the adoption and approval of the Business Combination Agreement, the Mergers and the other transactions contemplated by the Business Combination, (B) the entry into the First Plan of Merger, (C) the adoption and approval of any other proposals as the U.S. Securities and Exchange Commission (“SEC”) may indicate are necessary in its comments to the registration statement of which this proxy statement/prospectus forms a part or correspondence related thereto, and (D) the adoption and approval of such other matters as Air Water and Inflection Point shall hereafter mutually determine to be necessary or appropriate in order to effect the Business Combination;

(ii)    the approval of the holders of Company Shares (voting together as a single class and not as a separate series, and on an as-converted basis) of (A) the adoption and approval of the Business Combination Agreement and the Mergers, (B) the entry into the Second Plan of Merger, and (C) the other transactions of the Business Combination (the “Company Shareholder Approval”);

(iii)   no adverse law or order that has the effect of making the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibiting the consummation of such transactions;

(iv)   the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act (the “HSR Act”) with respect to the Business Combination;

(v)    approval of the listing of the PubCo Ordinary Shares on Nasdaq;

(vi)   the registration statement of which this proxy statement/prospectus forms becoming effective (with no stop order having been issued by the SEC which remains in effect and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn);

(vii)  the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties to the Business Combination Agreement, in each case subject to certain qualifiers;

(viii) duly executed payoff letters certifying certain indebtedness of Air Water and its Subsidiaries, as specified in the Business Combination Agreement, shall have been paid off;

(ix)   execution and delivery of the Ancillary Documents, as applicable;

(x)    with respect to Inflection Point, Inflection Point shall have made all necessary and appropriate arrangements with the Trustee to have all of the funds held in the Trust Account disbursed to Inflection Point in accordance with the Business Combination Agreement on the Closing Date, and all such funds released from the Trust Account shall be available to PubCo;

(xi)   no Material Adverse Effect with respect to either Air Water or Inflection Point shall have occurred which is continuing; and

(xii)  each of Air Water and Inflection Point shall have delivered a customary closing certificate.

The Inflection Point Units, Public Shares and Inflection Point Rights (collectively, the “Public Securities”) are currently listed on Nasdaq under the symbols “IPCXU,” “IPCX,” and “IPCXR,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the PubCo Ordinary Shares issued as merger consideration must be conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the PubCo Ordinary Shares are intended to be listed, subject to Nasdaq approval, under the proposed symbol “WATR”. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the stock exchange listing condition may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such covenant is waived or is subject to an exception, and therefore the PubCo Ordinary Shares would not be listed on any nationally recognized securities exchange.

This proxy statement/prospectus covers (A) up to 232,506,441 PubCo Ordinary Shares that are to be issued or may be issuable including (i) up to 34,473,333 PubCo Ordinary Shares issuable upon the conversion of Inflection Point Ordinary Shares, (ii) up to 2,604,000 PubCo Ordinary Shares issuable upon the conversion of Inflection Point Rights into PubCo Ordinary Shares, (iii) up to 39,474,200 PubCo Ordinary Shares as consideration in the Second Merger (including up to 20,000,000 Earnout Shares), (iv) up to 65,977,454 PubCo Ordinary Shares issuable upon the conversion of certain PubCo Series A Preferred Shares (assuming, solely for this purpose that the PubCo Series A Preferred Shares are converted into PubCo Ordinary Shares at a $1.00 conversion price and taking into account accrued and unpaid payment-in-kind dividends on the Company Series A1 Preferred Shares through August 25, 2026), which amount represents a good-faith estimate of the maximum amount of PubCo Ordinary Shares that may become issuable upon conversion of such PubCo Series A Preferred Shares, and (v) up to 89,977,454 PubCo Ordinary Shares issuable upon the exercise of certain PubCo Series A Investor Warrants (assuming, solely for this purpose, that the exercise price is $1.00 per share); (B) up to 65,977 PubCo Series A Preferred Shares to be issued as consideration in the Second Merger to the holders of Company Series A Preferred Shares (taking into account accrued and unpaid payment-in-kind dividends on the Company Series A1 Preferred Shares through August 25, 2026); and (C) PubCo Series A Investor Warrants initially exercisable for up to 89,977,454 PubCo Ordinary Shares to be issued as consideration in the Second Merger to the holders of Company Warrants.

Material Financing Transactions

Simultaneously with the consummation of Inflection Point’s IPO, Inflection Point Holdings III LLC (the “Sponsor”) and Cantor Fitzgerald & Co., the representative of the underwriters of Inflection Point’s IPO (“Cantor”), purchased an aggregate of 740,000 Inflection Point Units (the “Private Placement Units”), in a private placement, at a price of $10.00 per unit, for $7,400,000 in the aggregate. Of those 740,000 Private Placement Units, the Sponsor purchased 500,000 and Cantor purchased 240,000.

Inflection Point is permitted to withdraw interest earned on the Trust Account to fund its working capital requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years). As of June 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, Inflection Point has withdrawn $500,000 of such interest.

Since Inflection Point’s IPO, there has not been any material financing of Inflection Point. However, if necessary in order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor, or certain of Inflection Point’s officers and directors or their affiliates, may, but are not obligated to, loan funds to Inflection Point as may be required. If Inflection Point completes the Business Combination or another initial business combination, it would repay such loaned amounts. In the event that the Business Combination or another initial business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into additional Private Placement Units at a price of $10.00 per unit at the option of the lender. As of June 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, no working capital loans have been made to Inflection Point.

In connection with the transactions contemplated by the Business Combination Agreement, on July 25, 2025, Air Water UK entered into the Pre-Signing PIPE Subscription Agreement, with IPF, pursuant to which, among other things, IPF subscribed for and purchased from Air Water UK 607 series A redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water UK, for aggregate consideration of approximately $4.0 million. The proceeds from such Subscription Agreement were used by Air Water UK to complete the repurchase of certain shares from Mr. Alexander David Guy, Ms. Kirsty Guy (Mr. Guy’s spouse), AKP AG (a company affiliated with Mr. Guy) and Mr. Robert Bain, as further described in the section entitled “Related Party Transactions — Air Water Relationships and Related Party Transactions — Share Repurchase Agreements”. Subsequently, on August 17, 2025, the shareholders of Air Water UK (including IPF) exchanged 100% of their shares in Air Water UK for an allotment of shares in the Company as part of an internal reorganization.

On August 25, 2025, Air Water entered into the Pre-Funded PIPE Subscription Agreement with the Pre-Funded PIPE Investors, pursuant to which Air Water sold Company Series A1 Preferred Shares and Company Warrants for aggregate consideration of approximately $28.5 million in the Pre-Funded PIPE Investment.

In addition, on August 25, 2025, Air Water entered into the Closing PIPE Subscription Agreements pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $31 million in the Closing PIPE Investment. On March 19, 2026, the Company entered into (i) the Pre-Funded PIPE Subscription Agreement with Tau Capital pursuant to which Tau Capital purchased Company Series A Preferred Shares and Company Warrants for aggregate consideration of $5.0 million and (ii) the Closing PIPE Subscription Agreements with one of the August Closing PIPE Investors and additional Closing PIPE Investors, pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $15.0 million. Further, on May 25, 2026 and June 5, 2026, the Company entered into additional Pre-Funded PIPE Subscription Agreements pursuant to which a certain PIPE Investor and IPF agreed to purchase $7.5 million and $5.0 million, respectively, of Company Series A Preferred Shares and Company Warrants.

As of June 26, 2026, the Company received a total of $96.0 million in committed proceeds from PIPE Investors in the PIPE Investment, consisting of (i) $4.0 million from the Pre-Signing PIPE Investment, (ii) $46.0 million from the Pre-Funded PIPE Investment and (iii) $46.0 million from the Closing PIPE Investment. The Closing PIPE Investment includes $1.0 million of fixed return payable under a facility agreement entered into between Air Water UK and a Closing PIPE Investor that will be converted into PubCo Series A Investor Warrants at closing of the Business Combination.

Compensation Received by the Sponsor, its Affiliates and Inflection Point Directors and Executive Officers

Set forth below is a summary of the material compensation and securities received or to be received by the Sponsor, its affiliates and Inflection Point’s directors, officers and their affiliates in connection with the Business Combination and related transactions.

Except as described in this proxy statement/prospectus, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, IPF, members of Inflection Point’s management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The reimbursement of expenses and advances and the securities issued to the Sponsor and IPF may result in a material dilution of the equity interests of non-redeeming Inflection Point Shareholders. As of March 31, 2026, there are no reimbursable out-of-pocket expenses outstanding. See “Summary — Dilution”, “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” and “Information About Inflection Point — Executive and Director Compensation”.

INFLECTION POINT ACQUISITION CORP. III
A Cayman Islands Exempted Company
(Company No. 406813)
167 Madison Avenue Suite 205 #1017
New York, NY 10016

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [•], 2026

TO THE SHAREHOLDERS OF INFLECTION POINT ACQUISITION CORP. III:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of shareholders of Inflection Point Acquisition Corp. III (“Inflection Point”) will be held on            , 2026, at            , Eastern Time, at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/inflectionpointacquisitioniii/2026. The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve, subject to the approval of the Merger Proposal, by ordinary resolution, the Business Combination Agreement, by and among Inflection Point, Air Water, PubCo and Merger Sub, and the transactions contemplated thereby, pursuant to which, among other things, and subject to the terms and conditions therein, (i) the First Merger shall be effected, whereby Inflection Point will be merged with and into PubCo, and PubCo shall continue as the surviving company, and, (ii) one Business Day after the First Merger, the Second Merger will be effected, whereby Air Water will be merged with and into Merger Sub, as a result of which the separate corporate existence of Air Water shall cease, and Merger Sub (referred to after the Second Merger as “Air Water OpCo”) shall continue as the surviving company and a wholly owned direct subsidiary of PubCo, 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. This proposal is referred to as the “Business Combination Proposal”.

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Merger Proposal, Inflection Point’s entry into 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, by and among Inflection Point, Air Water, PubCo and Merger Sub, attached to the proxy statement/prospectus accompanying the notice of meeting as Annex A-1, as amended by Annex A-2 and Annex A-3 (as it may be further amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the accompanying proxy statement/prospectus, and the performance by Inflection Point of its obligations thereunder and the consummation of the Business Combination, be approved, ratified and confirmed in all respects.”

Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, by special resolution, (i) the First Merger and (ii) the plan of merger (the “First Plan of Merger”) to be adopted in connection with the First Merger. This proposal is referred to as the “Merger Proposal”.

The full text of the special resolution to be voted upon is as follows:

“RESOLVED, as a special resolution that, subject to the approval of the Business Combination Proposal:

(a)     Inflection Point Acquisition Corp. III (“Inflection Point”) be authorized to merge with Air Water Ventures Limited (“PubCo”) so that PubCo will be the surviving company (the “Surviving Company”) and all the undertaking, property, and liabilities of Inflection Point and PubCo vest in the Surviving Company by virtue of such merger pursuant to the Companies Act (Revised) of the Cayman Islands (the “First Merger”);

(b)    the Plan of Merger in connection with the First Merger substantially in the form attached to the proxy statement/prospectus accompanying the notice of meeting as Annex B (the “First Plan of Merger”), subject to such amendments as may be approved by Inflection Point or PubCo, be authorized and approved in all respects; and

(c)     Inflection Point be authorized to enter into the First Plan of Merger, and any and all transactions provided for in the First Plan of Merger, the First Plan of Merger be executed by any one director on behalf of Inflection Point and any one director, Ogier (Cayman) LLP or Ogier Global (Cayman) Limited be authorized to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the First Merger.”

Proposal No. 3 — The Advisory Organizational Document Proposals — to consider and vote upon the following five separate proposals (collectively, the “Advisory Organizational Document Proposals”) to approve on an advisory, non-binding basis by ordinary resolution the following material differences between the Inflection Point Organizational Documents and the proposed PubCo A&R Articles. A copy of the PubCo A&R Articles is attached hereto as Annex C:

Advisory Organizational Document Proposal 3A — Under the PubCo A&R Articles, PubCo would be authorized to issue (A) 499,870,000 PubCo Ordinary Shares and (B) 130,000 PubCo Series A Preferred Shares.

Advisory Organizational Document Proposal 3B — The PubCo A&R Articles may be altered or amended by special resolution (which has the meaning given to the term in the Companies Act); provided that, for so long as the Inflection Point Entities (as defined in the PubCo A&R Articles) hold at least 20% of the PubCo Series A Preferred Shares that are issued and outstanding as at the date the PubCo A&R Articles are adopted, any amendment, alteration or repeal of the PubCo A&R Articles that materially and adversely affects the powers, preferences or rights attaching to the PubCo Series A Preferred Shares shall also require the consent of the holders of more than 50%, by number, of the PubCo Series A Preferred Shares.

Advisory Organizational Document Proposal 3C — The Inflection Point Organizational Documents classify the directors of Inflection Point into three classes with staggered terms of office depending on the class of each director, whereas the PubCo A&R Articles do not provide for a classified board of directors.

Advisory Organizational Document Proposal 3D — The PubCo A&R Articles allow a director to be removed by ordinary resolution of the shareholders of PubCo.

Advisory Organizational Document Proposal 3E — The PubCo A&R Articles provide for a number of protective provisions so long as the Inflection Point Entities hold at least 20% of the PubCo Series A Preferred Shares on issue as of the date of adoption of the PubCo A&R Articles, in which case PubCo shall not, without Series A Majority Consent, take any of the following actions: (a) liquidate, dissolve or wind-up the affairs of PubCo, (b) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely affects the powers, preferences or rights attaching to the PubCo Series A Preferred Shares, (c) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Series A Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), (d) increase the authorized share capital of the PubCo Series A Preferred Shares, (e) purchase or redeem or pay any cash dividend on any share ranking junior to the PubCo Series A Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), except for shares in the capital of PubCo being repurchased by PubCo at cost from employees in connection with the cessation of their service or pursuant to the terms of any equity incentive plan adopted by PubCo, (f) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under an incentive plan, equity plan or equity-based compensation plan adopted by PubCo, or with respect to employment, consulting or award agreements with respect to executive officers or directors of PubCo, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of PubCo, or (g) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business.

These proposals are referred to as the “Advisory Organizational Document Proposals”.

The full text of the resolutions to be voted upon is as follows:

Advisory Organizational Documents Proposal 3A — “Resolved, as an ordinary resolution, on a non-binding and advisory basis only, that the PubCo A&R Articles authorize PubCo to issue (A) 499,870,000 PubCo Ordinary Shares and (B) 130,000 PubCo Series A Preferred Shares.”

Advisory Organizational Documents Proposal 3B — “Resolved, as an ordinary resolution, on a non-binding and advisory basis only, that the PubCo A&R Articles provide that they may be altered or amended by special resolution (which has the meaning given to the term in the Companies Act); provided that any amendment, alteration or repeal of the PubCo A&R Articles that materially and adversely affects the powers, preferences or rights attaching to the PubCo Series A Preferred Shares shall also require the consent of the holders of more than 50%, by number, of the PubCo Series A Preferred Shares.”

Advisory Organizational Documents Proposal 3C — “Resolved, as an ordinary resolution, on a non-binding and advisory basis only, that the PubCo A&R Articles provide that the board of directors of PubCo be declassified.”

Advisory Organizational Documents Proposal 3D — “Resolved, as an ordinary resolution, on a non-binding and advisory basis only, that the PubCo A&R Articles provide that the directors of PubCo may be removed by ordinary resolution.”

Advisory Organizational Documents Proposal 3E — “Resolved, as an ordinary resolution, on a non-binding and advisory basis only, that the PubCo A&R Articles provide that so long as the Inflection Point Entities (as defined in the PubCo A&R Articles) hold at least 20% of the PubCo Series A Preferred Shares on issue as of the date of adoption of the PubCo A&R Articles, in which case Series A Majority Consent is required to: (a) liquidate, dissolve or wind-up the affairs of PubCo, (b) amend, alter or repeal the PubCo A&R Articles in a manner that materially and adversely affects the powers, preferences or rights attaching to the PubCo Series A Preferred Shares, (c) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the PubCo Series A Preferred Shares with respect to its rights, preferences and privileges (including rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), (d) increase the authorized share capital of the PubCo Series A Preferred Shares, (e) purchase or redeem or pay any cash dividend on any share ranking junior to the PubCo Series A Preferred Shares (with respect to rights to receive dividends and participate in distributions or payments upon liquidation, dissolution or winding up), except for shares in the capital of PubCo being repurchased by PubCo at cost from employees in connection with the cessation of their service or pursuant to the terms of any equity incentive plan adopted by PubCo, (f) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under an incentive plan, equity plan or equity-based compensation plan adopted by PubCo, or with respect to employment, consulting or award agreements with respect to executive officers or directors of PubCo, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of PubCo, or (g) incur or guarantee any new indebtedness other than equipment leases or trade payables incurred in the ordinary course of business.”

Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals, at the extraordinary general meeting; (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived; or (iii) to facilitate the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements. This proposal is referred to as the “Adjournment Proposal”.

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that the Chairman of the extraordinary general meeting may adjourn the extraordinary general meeting to a later date or dates or another place, if necessary, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Mergers or any other transaction contemplated by the Business Combination Agreement or the related agreements, be approved.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Inflection Point Ordinary Shares at the close of business on June 24, 2026 (the “Record Date”) are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

The approval of the Merger Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the requisite holders of Inflection Point Ordinary Shares.

The approval of each of the Business Combination Proposal, the Advisory Organizational Document Proposals and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the holders of the Inflection Point Ordinary Shares, who being present in person or, where proxies are allowed, by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law, and the Inflection Point Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination or to prepare a report concerning the approval of the Business Combination. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of Inflection Point Ordinary Shares.

The accompanying proxy statement/prospectus and proxy card are being provided to Inflection Point’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment or postponement of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Inflection Point’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of the accompanying proxy statement/prospectus.

After careful consideration, the Board of Directors of Inflection Point (the “Inflection Point Board”), including the independent directors, has unanimously approved and determined to be in the best interests of Inflection Point and its shareholders the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Inflection Point’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Inflection Point Board, you should keep in mind that the Sponsor, IPF and Inflection Point’s directors and officers, and/or their affiliates, have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and Inflection Point’s officers and directors, and/or their affiliates, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the Pre-Funded PIPE Subscription Agreement, the Closing PIPE Subscription Agreements, the Company Warrants, the Sponsor Support Agreement, the Company Support Agreement, the New Registration Rights Agreement, the Sponsor Lock-Up Agreement, the Company Shareholder Lock-Up Agreement, and the PubCo Series A Investor Warrants (each as defined in the accompanying proxy statement/prospectus). See “Proposal No. 1 — The Business Combination Proposal — Ancillary Documents” and “Inflection Point Relationships and Related Party Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Inflection Point Organizational Documents, the holders of Public Shares (the “Public Shareholders”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (x) hold Public Shares or (y) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Inflection Point Rights (as defined in the accompanying proxy statement/prospectus) prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Inflection Point’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(iii)   deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through the Depository Trust Company.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•] (two Business Days prior to the initially scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

If the Business Combination is consummated and a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, and Inflection Point initiates the Redemption of Public Shares in connection with the Business Combination pursuant to the Inflection Point Organizational Documents, Inflection Point will redeem such Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then deposited in the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two Business Days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of amounts withdrawn to fund Inflection Point’s working capital requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years), and/or to pay for Inflection Point’s taxes (any withdrawals to pay for Inflection Point’s taxes shall not be subject to the $250,000 annual limitation described in the forgoing)) divided by the number of then-issued Public Shares (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.43 per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

Any request to redeem Public Shares, once made, may not be withdrawn unless the directors of Inflection Point determine (in their sole discretion) to permit the withdrawal of such request for redemption (which they may do in whole or in part). See “The Extraordinary General Meeting of Inflection Point Shareholders — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Public Shareholders may elect to redeem Public Shares regardless of whether they vote for or against the Business Combination Proposal, or do not vote at all. Notwithstanding the foregoing, a Public Shareholder, acting together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding or disposing of Public Shares, will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares with respect to more than 15% of the then-issued Public Shares in the aggregate without the prior consent of Inflection Point.

There are no agreements, arrangements, or understandings between the Sponsor and unaffiliated security holders of Inflection Point regarding redemption of outstanding securities of Inflection Point.

The Sponsor and each director and officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination. The Sponsor and each director and officer of Inflection Point have also agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. In addition, Cantor has agreed to vote the Private Placement Shares it holds in

favor of the Business Combination and all other proposals described herein and to waive its right to redemptions with respect to the Private Placement Shares. None of the Sponsor, Inflection Point’s directors or officers, or Cantor received separate consideration for their waiver of redemption rights. The Founder Shares and Inflection Point Class A Ordinary Shares underlying the Private Placement Units held by the Sponsor and Cantor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owned approximately 25.9% of the issued and outstanding Inflection Point Ordinary Shares and Cantor owned approximately 0.7% of the issued and outstanding Inflection Point Ordinary Shares.

The obligations of Inflection Point, Air Water, PubCo and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver of customary closing conditions, including without limitation (i) the Required Shareholder Approval; (ii) the Company Shareholder Approval; (iii) no adverse law or order; (iv) the expiration of all waiting periods (and any extensions thereof) under the HSR Act with respect to the Business Combination; (v) approval of the listing of the PubCo Ordinary Shares on Nasdaq; (vi) the registration statement of which this proxy statement/prospectus forms becoming effective; (vii) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties to the Business Combination Agreement, in each case subject to certain qualifiers; and (viii) duly executed pay-off letters certifying certain indebtedness of Air Water and its Subsidiaries, as specified in the Business Combination Agreement, shall have been paid off.

The Inflection Point Units, Public Shares and Inflection Point Rights are currently listed on Nasdaq under the symbols “IPCXU,” “IPCX,” and “IPCXR,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the PubCo Ordinary Shares issued as merger consideration must be conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the PubCo Ordinary Shares are intended to be listed, subject to Nasdaq approval, under the proposed symbol “WATR”. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception, and therefore the PubCo Ordinary Shares would not be listed on any nationally recognized securities exchange.

Material Financing Transactions

Simultaneously with the consummation of Inflection Point’s IPO, the Sponsor and Cantor purchased an aggregate of 740,000 Private Placement Units, in a private placement, at a price of $10.00 per unit, for $7,400,000 in the aggregate. Of those 740,000 Private Placement Units, the Sponsor purchased 500,000 and Cantor purchased 240,000.

Inflection Point is permitted to withdraw interest earned on the Trust Account to fund its working capital requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years). As of June 26, 2026, the most practicable date prior to the date of this statement/prospectus, Inflection Point has withdrawn $500,000 of such interest.

Since Inflection Point’s IPO, there has not been any material financing of Inflection Point. However, if necessary in order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor, or certain of Inflection Point’s officers and directors or their affiliates, may, but are not obligated to, loan funds to Inflection Point as may be required. If Inflection Point completes the Business Combination or another initial business combination, it would repay such loaned amounts. In the event that the Business Combination or another initial business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into additional Private Placement Units at a price of $10.00 per unit at the option of the lender. As of June 26, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, no working capital loans have been made to Inflection Point.

In connection with the transactions contemplated by the Business Combination Agreement, on July 25, 2025, Air Water UK entered into that certain Subscription Agreement, dated as of July 25, 2025, with IPF, pursuant to which, among other things, IPF subscribed for and purchased from Air Water UK 607 series A redeemable preference shares of a

nominal or par value of $0.0001 per share of Air Water UK, for aggregate consideration of approximately $4 million. The proceeds from such Subscription Agreement were used by Air Water UK to complete the repurchase of certain shares from Mr. Alexander David Guy, Ms. Kirsty Guy (Mr. Guy’s spouse), AKP AG (a company affiliated with Mr. Guy) and Mr. Robert Bain, as further described in the section entitled “Related Party Transactions — Air Water Relationships and Related Party Transactions — Share Repurchase Agreements”. Subsequently, on August 17, 2025, the shareholders of Air Water UK (including IPF) exchanged 100% of their shares in Air Water UK for an allotment of shares in the Company as part of an internal reorganization.

On August 25, 2025, Air Water entered into the Pre-Funded PIPE Subscription Agreements with the Pre-Funded PIPE Investors, pursuant to which Air Water sold Company Series A1 Preferred Shares and Company Warrants for aggregate consideration of approximately $28.5 million in the Pre-Funded PIPE Investment.

In addition, on August 25, 2025, Air Water entered into the Closing PIPE Subscription Agreements, pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $31 million in the Closing PIPE Investment.

On March 19, 2026, the Company entered into (i) the Pre-Funded PIPE Subscription Agreement with Tau Capital pursuant to which Tau Capital purchased Company Series A Preferred Shares and Company Warrants for aggregate consideration of $5.0 million and (ii) the Closing PIPE Subscription Agreements with additional Closing PIPE Investors, pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $15.0 million. Further, on May 25, 2026 and June 5, 2026, the Company entered into additional Pre-Funded PIPE Subscription Agreements pursuant to which a certain PIPE Investor and IPF agreed to purchase $7.5 million and $5.0 million, respectively, of Company Series A Preferred Shares and Company Warrants.

As of June 26, 2026, the Company received a total of $96.0 million in committed proceeds from PIPE Investors in the PIPE Investment, consisting of (i) $4.0 million from the Pre-Signing PIPE Investment, (ii) $46.0 million from the Pre-Funded PIPE Investment and (iii) $46.0 million from the Closing PIPE Investment. The Closing PIPE Investment includes $1.0 million of fixed return payable under a facility agreement entered into between Air Water UK and a Closing PIPE Investor that will be converted into PubCo Series A Investor Warrants at closing of the Business Combination.

Compensation Received by the Sponsor, its Affiliates and Inflection Point Directors and Executive Officers

Set forth below is a summary of the material compensation and securities received or to be received by the Sponsor, its affiliates and Inflection Point’s directors, officers and their affiliates in connection with the Business Combination and related transactions.

See “Questions and Answers — What is the effective purchase price attributed to PubCo Ordinary Shares to be received by the Public Shareholders, the Sponsor, and the Air Water shareholders at Closing?”

Except as described in this proxy statement/prospectus, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, IPF, members of Inflection Point’s management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The reimbursement of expenses and advances and the securities issued to the Sponsor and IPF may result in a material dilution of the equity interests of non-redeeming Inflection Point Shareholders. As of May 31, 2026, there are no reimbursable out-of-pocket expenses outstanding. See “Summary — Dilution”, “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” and “Information About Inflection Point — Executive and Director Compensation”.

Potential Conflicts of Interest in Connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, IPF, Inflection Point’s officers and directors, Air Water’s officers and directors and (ii) unaffiliated security holders of Inflection Point. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Inflection Point’s directors and officers and the compensation of the Sponsor and Inflection Point in connection with the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. Air Water’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of the Inflection Point shareholders and rights holders generally. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Air Water’s Directors and Executive Officers”.

The Business Combination does not require approval of a majority of unaffiliated security holders, and the Inflection Point Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination or to prepare a report concerning the approval of the Business Combination.

The Inflection Point Board, including the independent directors, unanimously approved the Business Combination.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general

Table of Contents

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by PubCo, Inflection Point or Air Water. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of PubCo, Inflection Point or Air Water since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

You may request copies of the accompanying proxy statement/prospectus or other information concerning Inflection Point, without charge, by written request to Sodali & Co, 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, our proxy solicitor, by calling (800) 662-5200, or (203) 658-9400 for banks and brokers, or by emailing IPCX.info@investor.sodali.com, or from the SEC through the SEC website at http://www.sec.gov.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of Inflection Point to be held on [•], 2026, you must request the information no later than five Business Days prior to the date of the extraordinary general meeting, or no later than [•], 2026.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” regarding, among other things, the plans, strategies and prospects, both business and financial, of Inflection Point, PubCo and Air Water. These statements are based on the beliefs and assumptions of the management of Inflection Point, PubCo and Air Water. Although the parties believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of Inflection Point, PubCo or Air Water can assure you that they 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 proxy statement/prospectus, any prospectus supplement, and the documents 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 documents incorporated by reference herein, important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include:

•        general economic, political and business conditions;

•        the inability of the parties to consummate the transactions contemplated by the Business Combination Agreement;

•        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 following the announcement of the Business Combination Agreement;

•        the risk that the approval of Inflection Point’s shareholders for the potential transaction 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;

•        failure to realize the anticipated benefits of the transactions contemplated by the Business Combination Agreement, 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 and expansion efforts, manage growth profitably and retain its key employees;

•        failure to realize the expectations regarding customer demand and acceptance of PubCo’s products, including within the U.S.;

•        the ability of PubCo’s management to effectively manage the transition to a publicly traded company including compliance with complex reporting laws, internal controls and related matters;

•        the ability of PubCo to obtain or maintain the listing of its securities on the Nasdaq following the Business Combination;

•        and other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by Inflection Point or PubCo.

The Company, Inflection Point and PubCo caution readers of this proxy statement/prospectus not to place undue reliance on these forward-looking statements.

All forward-looking statements made in this proxy statement/prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this proxy statement/prospectus, and the Company, Inflection Point and PubCo expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

Please note in this registration statement, “we,” “us,” “our”, the “Company,” and “Air Water” refers to Air Water Ventures Holdings Limited, a Cayman Islands exempted company and its Subsidiaries before consummation of the Business Combination, and to Air Water Ventures Limited, a Cayman Islands exempted company and its subsidiaries, including Air Water Ventures Holdings Limited, after the Business Combination. References to “PubCo” refer to Air Water Ventures Limited and its subsidiaries after the Business Combination, unless the context otherwise requires.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 (File No. 333-294998) filed with the U.S. Securities and Exchange Commission (“SEC”) by PubCo and Air Water, as the co-registrant, constitutes a prospectus of PubCo and Air Water under Section 5 of the Securities Act with respect to the securities to be issued by PubCo in the Mergers, in each case, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Extraordinary General Meeting of Inflection Point Shareholders at which Inflection Point Shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, by the approval and adoption of the Business Combination Proposal.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “$,” “USD” and “U.S. dollar” each refer to the United States dollar.

The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. The financial statements of Air Water are presented in USD, which is Air Water’s functional currency. The subsidiaries of Air Water have a functional currency of United Arab Emirates Dirham (“AED”), and as the AED is pegged to USD, there are no foreign currency translation differences; accordingly, Air Water’s consolidated financial statements do not include a foreign currency translation reserve. The functional currency of PubCo’s subsidiaries will generally be the local currency.

Foreign currency transactions, if any, are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in the consolidated statement of comprehensive income within foreign exchange loss, net. In Air Water’s consolidated financial statements, all assets, liabilities and transactions of the subsidiary with a functional currency other than the USD are translated into USD upon consolidation. On consolidation, assets and liabilities are translated into USD at the closing rate at the reporting date except non-monetary assets and liabilities which are translated at the historical rate. Income and expenses are translated into USD at the average rate over the reporting period.

FINANCIAL STATEMENT PRESENTATION

PubCo

PubCo is a Cayman Islands exempted company incorporated on August 8, 2025. PubCo was formed solely for the purpose of effecting the Business Combination described herein. PubCo has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments. The financial statements of PubCo included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are denominated in USD. Presentation of financial information in accordance with IFRS requires PubCo’s management to make various estimates and assumptions which may impact the values shown in the audited financial statements and the notes thereto. Following the Business Combination, PubCo will qualify as a foreign private issuer as defined under Rule 405 under the Securities Act and will prepare its financial statements denominated in USD and in accordance with the IFRS.

Air Water

Air Water is a Cayman Islands exempted company incorporated on July 31, 2025. The financial statements of Air Water included in this proxy statement/prospectus have been prepared in accordance with IFRS and are denominated in USD.

Inflection Point

Inflection Point’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. 

The respective audited financial statements of PubCo and Air Water included in this proxy statement/prospectus have been prepared in accordance with IFRS. Presentation of financial information in accordance with IFRS requires the management of PubCo and Air Water, respectively, to make various estimates and assumptions which may impact the values shown in the financial statements and the respective notes thereto. The actual values may differ from such assumptions. Further, IFRS differs in certain material respects from GAAP and, as such, the respective financial statements of PubCo and Air Water are not comparable to the financial statements of companies prepared in accordance with GAAP.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which the Company competes, as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with the Company’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Company management’s judgment where information is not publicly available. This information appears in “Information About the Company”, “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we believe that these third-party sources are reliable, this belief does not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Further, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Notwithstanding the foregoing, we are responsible for the disclosure contained in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires:

“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 Series A Preferred Share, the Stated Value together with any unpaid Arrears (as defined in the Company Charter) in respect of that Air Water Series A Preferred Share (as adjusted in accordance with the Company Charter); provided that in connection with the consummation of the Second Merger, the Accrued Value of each Company Series A1 Preferred Share shall be divided by 0.85.

“Airwater Co.” means Air Water Company, LLC, a Delaware limited liability company.

“Air Water Board” means the Board of Directors of Air Water.

“Air Water OpCo” means the surviving company of the merger between the Company and Merger Sub.

“Air Water UK” means Air Water Ventures Ltd, a private company incorporated under the laws of England and Wales.

“Air Water UK Series A Shares” means Air Water UK’s Series A Shares.

“Ancillary Documents” means each agreement, instrument, certificate or document including the Inflection Point Disclosure Schedules, the Company Disclosure Schedules, the First Plan of Merger, the Second Plan of Merger, the Lock-Up Agreements, the New Registration Rights Agreement, the Sponsor Support Agreement, the Subscription Agreements and the other agreements, instruments, certificates and documents to be executed or delivered by any of the Parties in connection with or pursuant to the Business Combination Agreement.

“AWGs” means atmospheric water generators.

“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 the Company, 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.

“Call Notice” means a written notice to redeem PubCo Series A Preferred Shares.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Closing PIPE Investment” means the investment contemplated by the Closing PIPE Subscription Agreements.

“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 the Company and the Closing PIPE Investors.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended.

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

“Company” as well as “Air Water” “we” “us” and “our” refers to Air Water Ventures Holdings Limited, a Cayman Islands exempted company, and its Subsidiaries prior to the consummation of the Business Combination and refers to Air Water Ventures Limited, a Cayman Islands exempted company and its subsidiaries (including Air Water Ventures Holdings Limited) following the consummation of the Business Combination, unless context indicates otherwise.

“Company Charter” means the third amended and restated memorandum and articles of association of the Company 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.

“Company Convertible Securities” means, collectively, any other options, warrants or rights to subscribe for or purchase any shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.

“Company Disclosure Schedules” means the disclosure schedules delivered by Air Water to Inflection Point on the date of the signing of the Business Combination Agreement.

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

“Company Projections” are to the Original Projections and the Updated Projections, collectively.

“Company 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 Company RSUs, subject to achievement of the applicable Triggering Event.

“Company RSU” means each restricted share unit with respect to Company Ordinary Shares.

“Company Series A Preferred Shares” means the Company Series A1 Preferred Shares and the Company Series A2 Preferred Shares, collectively.

“Company Series A1 Preferred Shares” means the Series A1 redeemable preference shares of a nominal or par value of $0.0001 per share of the Company.

“Company Series A2 Preferred Shares” means the Series A2 redeemable preference shares of a nominal or par value of $0.0001 per share of the Company.

“Company Shareholder” means a holder of Company Shares.

“Company Shareholder Approval” means the vote of Company Shareholders (voting together as a single class and not as a separate series, and on an as-converted basis) required to approve the Company Shareholder Matters in accordance with the Companies Act and the applicable Organizational Documents of the Company.

“Company Shareholder Lock-Up Agreement” means the Lock-Up Agreement that the Company Shareholders will each enter into in connection with the Closing.

“Company Shareholder Matters” means the approval of: (i) as an ordinary resolution, the adoption and approval of the Business Combination Agreement and the Mergers, (ii) as a special resolution, the Second Plan of Merger and the execution thereof by a duly authorized signatory of the Company, and (iii) as an ordinary resolution (or if required by applicable Law or the Company Organizational Documents, as a special resolution), the other transactions contemplated by the Business Combination Agreement, by Company Shareholders in accordance with the Companies Act and the applicable Organizational Documents of the Company (including any items required by Laws to effect the Mergers and any other proposals as are required to implement the foregoing).

“Company Shares” means the Company Ordinary Shares and the Company Series A Preferred Shares.

“Company Subsidiaries” means Air Water UK, Air Water Units Trading Ltd, A1Rwater General Trading Co. L.L.C., AWC Air Water LLC, Air Water U.S. and Eshara Water Asia SDN. BHD.

“Company Transaction Expenses” means the aggregate amount of all fees, costs and expenses, in each case including any VAT thereon (whether or not yet invoiced), that have been incurred prior to the Closing by or on behalf of the Company, which the Company has agreed to pay or is otherwise liable for (including, if applicable, fees, costs and expenses of the managers, directors, officers, employees and consultants of the Company which the Company has agreed to pay or is otherwise liable for) in connection with the negotiation, execution, performance or consummation of the Business Combination Agreement, the Ancillary Documents and the Business Combination and that constitute fees, costs and expenses of third-party counsel, advisors, brokers, finders, consultants, investment bankers, accountants, auditors and experts, excluding any payments or benefits under any Company benefit plan.

“Company Warrants” means the warrants to purchase Company Ordinary Shares at a purchase price per share of $7,624.33. If the Business Combination Agreement has been terminated in accordance with its terms, then such warrants may be exercised for all or any part of the underlying Company Ordinary Shares at any time or from time to time after the date of such termination and prior to 5:00 p.m., New York, New York time, on the fifth anniversary of the date of the termination of the Business Combination Agreement or, if such day is not a Business Day, on the next preceding Business Day.

“Consent” means any consent, approval, waiver, authorization, waiting period expiration or termination, or Permit of, or notice to or declaration or filing with any Governmental Authority or any other Person.

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 50% or more of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 50% or more of the profits, losses, or distributions of the Controlled Person or (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person.

“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).

“Conversion Ratio” means, with respect to each PubCo Series A Preferred Share, the number of PubCo Ordinary Shares determined by dividing the Accrued Value by the Conversion Price.

“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 Loan Instrument” means the Convertible Loan Note Instrument that provides for the issuance of the Convertible Notes.

“Convertible Notes” means $6,000,000 in aggregate principal amount of unsecured convertible loan notes of Air Water UK.

“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.

“Date of Adoption” means the date on which the PubCo A&R Articles are adopted.

“DGCL” means the General Corporation Law of the State of Delaware.

“Dilutive Issuance” means PubCo issuing or being deemed to issue PubCo Ordinary Shares (other than in connection with any Exempt Issuance (as defined in the PubCo A&R Articles)) at a New Issuance Price less than the lesser of (x) $10.00, subject to Equitable Adjustment, and (y) the Conversion Price then in effect.

“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.

“Earnout Shares” means the 20,000,000 PubCo Ordinary Shares that may be issued to the Eligible Company Equityholders and holders of PubCo PSUs upon the occurrence of the Triggering Events.

“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 Company Equityholders” means each holder of an issued and outstanding Company Ordinary Share, Company Series A1 Preferred Share or Company Warrant, excluding any holders of Company Series A1 Preferred Shares or Company 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 Company Ordinary Shares) or (b) following the Closing but prior to an applicable Triggering Event (with respect to Eligible Company 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 Company Ordinary Shares or the Eligible Company 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.

“Exchange Rate” means with respect to a particular currency for a particular day, the closing rate of exchange for that currency into Dollars on such date as published by Bloomberg L.P.

“Exchange Ratio” means the number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $200,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares (including the Company Ordinary Shares underlying the Company RSUs) issued and outstanding immediately prior to the Second Merger Effective Time.

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

“FDA” means the U.S. Food and Drug Administration.

“First BCA Amendment” refers to the Amendment to Business Combination Agreement, dated as of December 31, 2025, by and between the Company 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.

“Founder Shares” means the Inflection Point Class B Ordinary Shares initially purchased by the Sponsor in a private placement prior to the IPO.

“FTC” means the U.S. Federal Trade Commission.

“GAAP” means accounting principles generally accepted in the United States of America.

“General Restricted Securities” means the PubCo Ordinary Shares issued to the Sponsor or the Inflection Point Insiders in exchange for the Inflection Point Class A Ordinary Shares received by Sponsor or the Inflection Point Insiders upon conversion of the 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).

“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.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“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 Disclosure Schedules” means the disclosure schedules delivered by Inflection Point to Air Water on the date of the signing of the Business Combination Agreement.

“Inflection Point Insiders” means the Inflection Point Shareholders who are members of Inflection Point’s board of directors and/or management team.

“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 Private Placement Rights” 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 and issued as part of the Private Placement Units.

“Inflection Point Public Rights” 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 and issued as part of the Public Units in the Inflection Point IPO.

“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 Securities” means the Inflection Point Units, the Inflection Point Ordinary Shares and the Inflection Point Rights, collectively.

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

“Inflection Point Unaffiliated Shareholders” means the Inflection Point Shareholders other than (i) the Sponsor, (ii) IPF, (iii) officers, directors or affiliates of Inflection Point, the Sponsor or IPF, (iv) Public Shareholders who elect to redeem their Public Shares, and (v) Inflection Point Shareholders who exercise their appraisal rights in accordance with Section 238 of the Companies Act.

“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.

“Initial Exercise Date” means the date of issuance of the PubCo Series A Investor Warrants.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IP” means intellectual property.

“IPAM” means Inflection Point Asset Management LLC.

“IPF” means Inflection Point Fund I, LP.

“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).

“IRS” means the U.S. Internal Revenue Service.

“IT” means Information Technology.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Letter Agreement” means that certain letter agreement entered into by Inflection Point, the Sponsor, and each of Inflection Point’s officers and directors, dated as of April 24, 2025.

“Measurement Price” means the volume-weighted average price per PubCo Ordinary Share for the 20-day trading period commencing on the date that is six months after the Closing Date of the Business Combination.

“Mergers” means the First Merger and Second Merger.

“Merger Sub” means IPCX Merger Sub Limited, a Cayman Islands exempted company.

“Merger Sub Shares” means the ordinary shares of $1.00 par value per share of Merger Sub.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Issuance Price” means a price per share less than the lesser of (x) $10.00, subject to Equitable Adjustment and (y) the Conversion Price then in effect.

“New Registration Rights Agreement” means the New Registration Rights Agreement to be entered into by and among PubCo, the Company, 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.

“Organizational Documents” means, with respect to any Person, its articles of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended (including, solely with respect to the Company, the Shareholders Agreement).

“Original Convertible Loan Agreement” means the Original Convertible Loan Agreement, dated as of February 27, 2024, by and among Air Water UK, as borrower, and Tau Capital, as lender.

“Original Fairness Opinion” means the written opinion delivered by Newbridge Securities Corporation (“Newbridge”) to the Inflection Point Board on August 21, 2025, attached to the proxy statement/prospectus as Annex F.

“Original Projections” means the internally derived estimated revenue, revenue growth, free cash flow margins and net present value of cash flows for the years ending December 31, 2025 and December 31, 2026, respectively, prepared in May 2025 by Air Water management and provided to Inflection Point management in connection with the proposed Business Combination Agreement;

“Original Subscription Agreement” means the Subscription Agreement, dated as of February 27, 2024, by and among Tau Capital and other Air Water UK shareholders.

“Participation Agreement” means the Participation Agreement, as amended by that certain Deed of Amendment and Restatement dated May 3, 2024, between Tau Capital and the Individual Promoters.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), company, limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“PIPE Investments” means the Pre-Signing PIPE Investment, the Pre-Funded PIPE Investment and the Closing PIPE Investment.

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

“PIPE Subscription Agreements” means the Pre-Funded PIPE Subscription Agreement together with the Closing PIPE Subscription Agreements.

“Pre-Funded PIPE Investment” means the Pre-Funded PIPE Investors’ purchase of the Company’s Series A1 Preferred Shares and Company Warrants.

“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 Agreements” means the Pre-Funded PIPE Subscription Agreements, dated as of August 25, 2025 and March 19, 2026, respectively, by and among the Company 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 Shares” means the Inflection Point Class A Ordinary Shares included in the Private Placement Units.

“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.

“Proposals” means the Business Combination Proposal, the Merger Proposal, the Advisory Organizational Document Proposals and the Adjournment Proposal, as set forth in the section entitled “The Extraordinary General Meeting of Inflection Point Shareholders” below.

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

“PubCo” means Air Water Ventures Limited, a Cayman Islands exempted company, and its subsidiaries after the Business Combination.

“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 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 Company Ordinary Shares issuable upon conversion of the applicable Pre-Funded PIPE Investor’s or PIPE Investor’s Company Series A Preferred Shares upon a hypothetical conversion of such Company 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.

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF INFLECTION POINT

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Inflection Point’s shareholders. Inflection Point urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at a.m., Eastern Time, on [            ], at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/inflectionpointacquisitioniii/2026. To participate in the extraordinary general meeting online, visit and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     You are receiving this proxy statement/prospectus because Inflection Point Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination.

The Business Combination Agreement provides that, among other things, in the First Merger, Inflection Point will merge with and into PubCo and PubCo shall continue as the surviving company, and one Business Day after the date of the First Merger Effective Time, in the Second Merger, Air Water will merge with and into Merger Sub, as a result of which the separate corporate existence of Air Water shall cease and Air Water OpCo shall continue as the surviving company and a wholly owned direct subsidiary of PubCo, 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, as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1, as amended by Annex A-2 and Annex A-3, which is incorporated by reference into this proxy statement/prospectus, and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, Inflection Point will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and the Inflection Point Organizational Documents.

THE VOTE OF INFLECTION POINT SHAREHOLDERS IS IMPORTANT. INFLECTION POINT SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF INFLECTION POINT, AIR WATER AND PUBCO, CAREFULLY AND IN ITS ENTIRETY.

Q.     What proposals are shareholders of Inflection Point being asked to vote upon?

A.     At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The Merger Proposal;

•        The Advisory Organizational Document Proposals; and

•        The Adjournment Proposal, if presented.

If Inflection Point’s shareholders do not approve each of the Business Combination Proposal and the Merger Proposal, then the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Merger Proposal”.

Inflection Point will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Inflection Point should read it carefully.

After careful consideration, the Inflection Point Board, including the independent directors, has unanimously determined that each of (a) the Business Combination Proposal, (b) the Merger Proposal, (c) the Advisory Organizational Document Proposals and (d) the Adjournment Proposal, if presented, are in the best interests of Inflection Point and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Business Combination is conditioned on the approval of each of the Business Combination Proposal and the Merger Proposal at the extraordinary general meeting. The Business Combination Proposal and the Merger Proposal are each cross-conditioned on the approval of the other. The Advisory Organizational Document Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Q.     Why is Inflection Point proposing the Business Combination?

A.     Inflection Point was incorporated to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Air Water UK is a private company formed under the laws of England and Wales on October 25, 2022. Air Water Ventures Holdings Limited is a Cayman Islands exempted company formed in 2025. Air Water is a company whose mission is to become the most sustainable source of water in the world. Air Water builds, owns and operates water farms and bottling plants where it packages and sells finished beverage products to a marquee list of hotels, real estate developers, events venues and sports teams. Based on Inflection Point’s due diligence investigations of Air Water and the industry in which it operates, including the financial and other information provided by Air Water in the course of Inflection Point’s due diligence investigations, the Inflection Point Board believes that the Business Combination with Air Water is in the best interests of Inflection Point and its shareholders. However, there is no assurance of this. See “Proposal No. 1 — The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the Inflection Point Board believes that the Business Combination with Air Water presents a unique business combination opportunity and is in the best interests of Inflection Point and its shareholders, the Inflection Point Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Our Business and Our Industry”.

Q.     What will happen in the Business Combination?

A.     The Business Combination is structured as follows:

One day prior to the date of the First Merger Effective Time:

(i)     each then-issued and outstanding Inflection Point Unit shall be automatically detached into one Inflection Point Class A Ordinary Share and one Inflection Point Right;

(ii)    each Inflection Point Class B Ordinary Share that is issued and outstanding at such time shall be automatically converted into one Inflection Point Class A Ordinary Share; and

(iii)   each Inflection Point Right that is issued and outstanding at such time shall be automatically converted into one-tenth of one Inflection Point Class A Ordinary Share (provided, that if a holder of Inflection Point Rights would be entitled to receive a fraction of an Inflection Point Class A Ordinary Share upon the Rights Conversion, the number of Inflection Point Class A Ordinary Shares issued to such holder upon the Rights Conversion will be rounded down to the nearest whole number of Inflection Point Class A Ordinary Shares without cash settlement for such rounded fraction).

At 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:

(i)     each Inflection Point Class A Ordinary Share (other than any Excluded Shares, Inflection Point Dissenting Shares and Redeeming Shares) that is issued and outstanding immediately prior to the First Merger Effective Time shall be converted into the right to receive one PubCo Ordinary Share;

(ii)    each Excluded Share that is issued and outstanding immediately prior to the First Merger Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, without any conversion thereof, and no consideration shall be paid with respect thereto;

(iii)   each Redeeming Share shall automatically be cancelled and shall cease to exist, and each holder of such Redeeming Shares shall thereafter cease to have any rights with respect to such securities except the right to be paid the Redemption Price in accordance with the Inflection Point Organizational Documents;

(iv)   each Inflection Point Dissenting Share shall automatically be cancelled by virtue of the First Merger and shall cease to exist and the holder of such Inflection Point Dissenting Share shall thereafter cease to have any rights with respect to such Inflection Point Dissenting Share, but instead shall be entitled to the right to be paid the fair value of such Inflection Point Dissenting Share and such other rights as are granted by Section 238 of the Companies Act; and

(v)    each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time (excluding, for the avoidance of doubt, any PubCo Ordinary Shares issued at the First Merger Effective Time in connection with the First Merger) shall be irrevocably surrendered to PubCo for cancellation and for consideration equal to the subscription price (if any) that was paid for such PubCo Ordinary Share.

At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party of the holders of securities of the Company or PubCo:

(i)     each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio;

(ii)    each Company Series A Preferred Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Series A Preferred Shares equal to (x) the aggregate Accrued Value attributable to such Company Series A Preferred Share divided by (y) $1,000;

(iii)   each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time that was issued pursuant to a Pre-Funded PIPE Subscription Agreement or Subscription Agreement will be converted into the right to receive a PubCo Series A Investor Warrant exercisable for a number of

PubCo Ordinary Shares equal to (x) the number of Company Ordinary Shares issuable upon conversion of the holder’s Company Series A Preferred Shares upon a hypothetical conversion of such Company Series A Preferred Shares immediately prior to the Second Merger multiplied by (y) the Exchange Ratio;

(iv)   each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time which was not issued pursuant to a Pre-Funded PIPE Subscription Agreement or Subscription Agreement will be converted into the right to receive a PubCo Series A Investor Warrant exercisable for a number of PubCo Ordinary Shares equal to the number of Company Ordinary Shares issuable upon a hypothetical conversion of such Company Warrant as of immediately prior to the Second Merger;

(v)    each Company RSU that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a PubCo RSU on the same terms and conditions (including applicable vesting, settlement and termination provisions) as are in effect with respect to each such award of Company RSUs; provided, that each award of PubCo RSUs will be subject to the number of PubCo Ordinary Shares equal to the product of (x) the number of whole Company Ordinary Shares that were subject to such award of Company RSUs (with any fractional share otherwise resulting rounded down to the nearest whole share) immediately prior to the Second Merger Effective Time, multiplied by (y) the Exchange Ratio;

(vi)   each Company PSU that is issued and outstanding and unvested immediately prior to the Second Merger Effective Time shall be assumed and converted into the right to receive a PubCo PSU on the same terms and conditions (including applicable performance vesting criteria and other applicable settlement and termination provisions) as are in effect with respect to each such award of Company PSUs immediately prior to the Second Merger Effective Time; provided, that each award of Company PSUs will be subject to a number of PubCo Ordinary Shares, determined based on the pro-rata portion of Earnout Shares attributable to such holder’s Company RSUs, subject to achievement of the applicable Triggering Event (with any fractional share otherwise resulting rounded down to the nearest whole share); and

(vii)  each Merger Sub Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of Air Water OpCo.

The “Exchange Ratio” will be equal to the Aggregate Base Consideration divided by the total number of Company Ordinary Shares (including the Company Ordinary Shares underlying the Company RSUs) issued and outstanding immediately prior to the Second Merger Effective Time.

Each PubCo Series A Preferred Share that is issued in exchange for Company Series A Preferred Shares in the Business Combination will remain issued and outstanding after consummation of the Business Combination and will be convertible, at any time and from time to time, into a certain number of PubCo Ordinary Shares at the option of the holder of the PubCo Series A Preferred Share, as further specified in the PubCo A&R Articles. See “Description of PubCo Securities — Conversion of PubCo Preference Shares” of this proxy statement/prospectus for additional information.

In addition, following the Second Merger Effective Time, PubCo will issue to Eligible Company Equityholders and the PSU Holders up to 20,000,000 additional Earnout Shares in four tranches of 5,000,000, respectively, if:

•        (i) on or prior to the quarter ending December 31, 2027, the Revenue Run Rate equals or exceeds $80,000,000;

•        on or prior to the quarter ending December 31, 2027, the EBITDA Run Rate equals or exceeds $30,000,000;

•        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; and

•        within the Earnout Period, the Ordinary Share Price is greater than or equal to $20.00, in each case subject to Equitable Adjustments.

Q.     What are the reasons for the structure and timing of the Business Combination?

A.     Inflection Point was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. Following the completion of Inflection Point’s IPO, the Sponsor and management team conducted an expansive search process informed by the investing, operating, and transaction experience of the Inflection Point platform. From the time of Inflection Point’s IPO, through June 8, 2025 when Inflection Point entered into a letter of intent with Air Water, the team reviewed a number of acquisition opportunities, executed four non-disclosure agreements, and delivered two initial draft letters of intent, including the proposal to Air Water. Inflection Point ultimately determined not to proceed with the other potential acquisition opportunities based on, among other factors, the fact that Inflection Point did not believe it could, or could not, come to an agreement with the other counterparties on the economic terms for a potential transaction. Following extensive due diligence conducted by Inflection Point’s management and its advisors, and following detailed discussions with Air Water, Inflection Point concluded that Air Water represented a uniquely compelling opportunity for Inflection Point and its shareholders.

In connection with the transactions contemplated by the Business Combination Agreement, on July 25, 2025 Air Water UK entered into the Pre-Signing PIPE Agreement, with IPF, pursuant to which, among other things, IPF subscribed for and purchased 607 Air Water UK Series A Shares, for aggregate consideration of approximately $4 million. The proceeds from such Subscription Agreement were used by Air Water UK to complete the repurchase of certain shares from Mr. Alexander David Guy, Ms. Kirsty Guy (Mr. Guy’s spouse), AKP AG (a company affiliated with Mr. Guy) and Mr. Robert Bain, as further described in the section entitled “Related Party Transactions — Air Water Relationships and Related Party Transactions — Share Repurchase Agreements”. Subsequently, on August 17, 2025, the shareholders of Air Water UK (including IPF) exchanged 100% of their shares in Air Water UK for an allotment of shares in the Company as part of an internal reorganization.

On August 25, 2025, Air Water entered into the Pre-Funded PIPE Subscription Agreement with the Pre-Funded PIPE Investors, pursuant to which Air Water sold Company Series A1 Preferred Shares and Company Warrants for aggregate consideration of approximately $28.5 million in the Pre-Funded PIPE Investment.

In addition, on August 25, 2025, Air Water entered into the Closing PIPE Subscription Agreements pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $31 million in the Closing PIPE Investment.

On March 19, 2026, the Company entered into (i) Pre-Funded PIPE Subscription Agreement with Tau Capital pursuant to which Tau Capital purchased Company Series A Preferred Shares and Company Warrants for aggregate consideration of $5.0 million and (ii) the Closing PIPE Subscription Agreements with additional Closing PIPE Investors, pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $15.0 million. Further, on May 25, 2026 and June 5, 2026, the Company entered into additional Pre-Funded PIPE Subscription Agreements pursuant to which a certain PIPE Investor and IPF agreed to purchase $7.5 million and $5.0 million, respectively, of Company Series A Preferred Shares and Company Warrants.

As of June 26, 2026, the Company received a total of $96.0 million in committed proceeds from PIPE Investors in the PIPE Investment, consisting of (i) $4.0 million from the Pre-Signing PIPE Investment, (ii) $46.0 million from the Pre-Funded PIPE Investment and (iii) $46.0 million from the Closing PIPE Investment. The Closing PIPE Investment includes $1.0 million of fixed return payable under a facility agreement entered into between Air Water UK and a Closing PIPE Investor that will be converted into PubCo Series A Investor Warrants at closing of the Business Combination.

As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination, the Pre-Funded PIPE Investment and the Closing PIPE Investment are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. In addition, the timing for the consummation of the Business Combination provided for in the Business Combination Agreement, the Pre-Funded PIPE Subscription Agreements and the Closing PIPE Subscription Agreements, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly.

Inflection Point and Air Water pursued the Pre-Funded PIPE Investment and Closing PIPE Investment in order to provide additional capital to fund Air Water’s operations, research and development, and administration both before and after the Business Combination.

For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”.

Q.     What equity stake will current Inflection Point shareholders and Air Water shareholders hold in PubCo immediately after the consummation of the Business Combination?

A.     Upon consummation of the Business Combination, the post-Closing share ownership of PubCo under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario, excluding the dilutive effect of PubCo Series A Preferred Shares, PubCo Series A Investor Warrants and Earnout Shares is expected to be as follows:

____________

(1)      The shares presented include the conversion of 25,300,000 Inflection Point Public Rights into 2,530,000 PubCo Ordinary Shares.

(2)      The shares presented reflect the conversion of (i) 500,000 Inflection Point Private Placement Shares into 500,000 PubCo Ordinary Shares and 500,000 Inflection Point Private Placement Rights into 50,000 PubCo Ordinary Shares owned by the Sponsor and (ii) 240,000 Inflection Point Private Placement Shares into 240,000 PubCo Ordinary Shares and 240,000 Inflection Point Private Placement Rights into 24,000 PubCo Ordinary Shares owned by Cantor.

(3)      The dilutive effect of each potential source of dilution is illustrated by a percentage calculated by dividing the approximate number of shares issuable pursuant to such source of dilution by the total number of shares outstanding (excluding the dilutive effect of PubCo Series A Investor Warrants and Earnout Shares) in the applicable redemption scenario in the table immediately above.

The following table illustrates the potential dilutive effect of PubCo Series A Preferred Shares, excluding the PubCo Series A Investor Warrants and the Earnout Shares (in all scenarios) assuming all PubCo Series A Preferred Shares are converted:

____________

(1)      The shares presented include the conversion of 25,300,000 Inflection Point Public Rights into 2,530,000 PubCo Ordinary Shares.

(2)      The shares presented reflect the conversion of (i) 500,000 Inflection Point Private Placement Shares into 500,000 PubCo Ordinary Shares and 500,000 Inflection Point Private Placement Rights into 50,000 PubCo Ordinary Shares owned by the Sponsor and (ii) 240,000 Inflection Point Private Placement Shares into 240,000 PubCo Ordinary Shares and 240,000 Inflection Point Private Placement Rights into 24,000 PubCo Ordinary Shares owned by Cantor.

(3)      The shares presented reflect 4,274,510 PubCo Ordinary Shares issuable upon conversion of PubCo Series A Preferred Shares, taking into account accrued dividends through August 25, 2026 and assuming such PubCo Series A Preferred Shares are converted at the initial $12.00 conversion price; the number of PubCo Series A Preferred Shares, and the number of underlying PubCo Ordinary Shares, will increase due to additional accrued dividends after such date.

(4)      The shares presented reflect 5,498,121 PubCo Ordinary Shares issuable upon conversion of PubCo Series A Preferred Shares, assuming such PubCo Series A Preferred Shares are converted at the initial $12.00 conversion price; the number of PubCo Series A Preferred Shares, and the number of underlying PubCo Ordinary Shares, will increase due to accrued dividends.

The following table illustrates the potential dilutive effect of PubCo Series A Preferred Shares and PubCo Series A Investor Warrants, excluding the Earnout Shares (in all scenarios) assuming all (i) all PubCo Series A Preferred Shares are converted and (ii) PubCo Series A Investor Warrants are exercised:

____________

(1)      The shares presented include the conversion of 25,300,000 Inflection Point Public Rights into 2,530,000 PubCo Ordinary Shares.

(2)      The shares presented reflect the conversion of (i) 500,000 Inflection Point Private Placement Shares into 500,000 PubCo Ordinary Shares and 500,000 Inflection Point Private Placement Rights into 50,000 PubCo Ordinary Shares owned by the Sponsor and (ii) 240,000 Inflection Point Private Placement Shares into 240,000 PubCo Ordinary Shares and 240,000 Inflection Point Private Placement Rights into 24,000 PubCo Ordinary Shares owned by Cantor.

(3)      The shares presented reflect 4,274,510 PubCo Ordinary Shares issuable upon conversion of PubCo Series A Preferred Shares, taking into account accrued dividends through August 25, 2026 and assuming such PubCo Series A Preferred Shares are converted at the initial $12.00 conversion price; the number of PubCo Series A Preferred Shares, and the number of underlying PubCo Ordinary Shares, will increase due to additional accrued dividends after such date.

(4)      The shares presented reflect 5,498,121 PubCo Ordinary Shares issuable upon conversion of PubCo Series A Preferred Shares, assuming such PubCo Series A Preferred Shares are converted at the initial $12.00 conversion price; the number of PubCo Series A Preferred Shares, and the number of underlying PubCo Ordinary Shares, will increase due to accrued dividends.

(5)      The shares presented reflect 4,274,510 PubCo Ordinary Shares issuable upon exercise of PubCo Series A Investor Warrants.

(6)      The shares presented reflect 7,866,356 PubCo Ordinary Shares issuable upon exercise of PubCo Series A Investor Warrants, taking into account accrued dividends on the Company Series A Preferred Shares issued in the Pre-Funded PIPE Investment through August 25, 2026 and assuming such PubCo Series A Investor Warrants are exercised at the initial $12.00 exercise price; the number of underlying PubCo Ordinary Shares may increase prior to Closing due to additional accrued dividends after such date.

The following table illustrates the potential dilutive effect of PubCo Series A Preferred Shares, PubCo Series A Investor Warrants, and Earnout Shares (in all scenarios) assuming (i) all PubCo Series A Preferred Shares are converted, (ii) all PubCo Series A Investor Warrants are exercised, and (iii) all Earnout Shares are vested:

____________

(1)      The shares presented include the conversion of 25,300,000 Inflection Point Public Rights into 2,530,000 PubCo Ordinary Shares.

(2)      The shares presented reflect the conversion of (i) 500,000 Inflection Point Private Placement Shares into 500,000 PubCo Ordinary Shares and 500,000 Inflection Point Private Placement Rights into 50,000 PubCo Ordinary Shares owned by the Sponsor and (ii) 240,000 Inflection Point Private Placement Shares into 240,000 PubCo Ordinary Shares and 240,000 Inflection Point Private Placement Rights into 24,000 PubCo Ordinary Shares owned by Cantor.

(3)      The shares presented reflect 4,274,510 PubCo Ordinary Shares issuable upon conversion of PubCo Series A Preferred Shares, taking into account accrued dividends through August 25, 2026 and assuming such PubCo Series A Preferred Shares are converted at the initial $12.00 conversion price; the number of PubCo Series A Preferred Shares, and the number of underlying PubCo Ordinary Shares, will increase due to additional accrued dividends after such date.

(4)      The shares presented reflect 5,498,121 PubCo Ordinary Shares issuable upon conversion of PubCo Series A Preferred Shares, assuming such PubCo Series A Preferred Shares are converted at the initial $12.00 conversion price; the number of PubCo Series A Preferred Shares, and the number of underlying PubCo Ordinary Shares, will increase due to accrued dividends.

(5)      The shares presented reflect 4,274,510 PubCo Ordinary Shares issuable upon exercise of PubCo Series A Investor Warrants.

(6)      The shares presented reflect 7,866,356 PubCo Ordinary Shares issuable upon exercise of PubCo Series A Investor Warrants, taking into account accrued dividends on the Company Series A Preferred Shares issued in the Pre-Funded PIPE Investment through August 25, 2026 and assuming such PubCo Series A Investor Warrants are exercised at the initial $12.00 exercise price; the number of underlying PubCo Ordinary Shares may increase prior to Closing due to additional accrued dividends after such date.

(7)      The shares presented reflect 7,789,393 Earnout Shares issuable to Pre-Funded PIPE Investors, upon satisfaction of certain conditions set forth in the Merger Agreement.    

(8)      The shares presented reflect 12,210,607 Earnout Shares issuable to Air Water shareholders (excluding Pre-funded PIPE Investors), upon satisfaction of certain conditions set forth in the Merger Agreement.

Q.     What is the effective purchase price attributed to PubCo Ordinary Shares to be received by the Public Shareholders, the Sponsor, and the Air Water shareholders at Closing?

A.     Pursuant to the Business Combination Agreement, Public Shareholders who do not redeem their Public Shares will receive one PubCo Ordinary Share for each Inflection Point Class A Ordinary Share held by them immediately prior to the First Merger. While Inflection Point cannot be certain of the price such Public Shareholders paid for their Public Shares, assuming they purchased their Public Shares for $10.00 per share, which was the price of the Inflection Point Units sold in Inflection Point’s IPO, the effective purchase price paid per share of PubCo Ordinary Shares issued to each Public Shareholder at Closing would be $10.00. In connection with Inflection Point’s IPO, the Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.003 per share. In connection with the Business Combination, an aggregate of 8,433,333 Founder Shares held by the Sponsor will be voluntarily converted on a one-for-one basis into Inflection Point Class A Ordinary Shares immediately prior to the First Merger, which will then automatically convert at the First Merger Effective Time into an equal number of PubCo Ordinary Shares, valued at the Redemption Price, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. The Sponsor also purchased 500,000 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the closing of the Inflection Point IPO; one day prior to the First Merger Effective Time, such Private Placement Units will automatically detach into 500,000 Private Placement Shares and 500,000 Inflection Point Rights; such Private Placement Shares and Inflection Point Rights will automatically convert at the First Merger Effective Time into 550,000 PubCo Ordinary Shares, valued at the Redemption Price, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. As a result of the low price the Sponsor paid for the Founder Shares, the Sponsor may realize a positive rate of return on its investment in the Founder Shares even if the market price per share of PubCo Ordinary Shares is below $10.00 per share after Closing, in which case the Public Shareholders may experience a negative rate of return on their investment. Based on the closing price of $10.32 per Inflection Point Class A Ordinary Share on June 4, 2026, the Sponsor may receive potential profits of approximately $10.32 per Founder Share, and accordingly may make a substantial profit on its investment in the Founder Shares at a time when PubCo Ordinary Shares may have lost significant value. On the other hand, if Inflection Point liquidates without completing a business combination during the completion window, the Sponsor will lose its investment in Inflection Point.

For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. For information about the compensation of the Sponsor and Inflection Point’s officers and directors, see “Information About Inflection Point — Executive and Director Compensation”. For information about the securities owned by the Sponsor, see “Beneficial Ownership of PubCo” and “Inflection Point Relationships and Related Party Transactions”.

Q.     Who is the Sponsor?

A.     Inflection Point Holdings III LLC, a Delaware limited liability company, which is referred to in this proxy statement/prospectus as the “Sponsor”, was formed prior to the IPO for the purpose of acting as the sponsor of Inflection Point. Other than its investment in Inflection Point and its work on behalf of Inflection Point, the Sponsor is not engaged in any business. The Sponsor made an initial investment of $25,000, or approximately $0.004 per share, on February 5, 2024, to cover certain pre-IPO expenses, in exchange for the issuance of 5,750,000 Founder Shares. Subsequently on October 10, 2024, Inflection Point effected a share capitalization of 1,916,667 Inflection Point Class B Ordinary Shares, as a result of which the Sponsor owned 7,666,667 Founder Shares for which it paid approximately $0.003 per share. On November 18, 2024, Inflection Point effected a share capitalization of 766,666 Inflection Point Class B Ordinary Shares, as a result of which the Sponsor owned 8,433,333 Founder Shares for which it paid approximately $0.003 per share. The Sponsor also holds 500,000 Private Placement Units. The Sponsor is controlled by its manager, IPAM. Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer, is the Chief Investment Officer of IPAM and therefore controls Inflection Point Asset Management LLC and the Sponsor. IPF has an economic interest in (i) 4,256,885, or approximately 50.5%, of the Founder Shares held by the Sponsor and (ii) 354,500, or 70.9%, of the Private Placement Units held by the Sponsor. Mr. Blitzer

USARE’s common stock are and its warrants were listed on Nasdaq under the symbols “USAR” and “USARW”, respectively. On June 4, 2026, the closing price of shares of the common stock was $27.10. Under the terms of the warrant agreement governing USAR’s warrants, USAR had the right to redeem all outstanding warrants if the last sales price of the common stock was at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the common stock was at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on October 27, 2025. Accordingly, USAR redeemed the warrants effective as of December 1, 2025.

In June 2024, IPF provided the risk capital for Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I, “IPDX”), a special purpose acquisition company formed by a separate management team, for substantially similar purposes as Inflection Point. IPDX completed its initial public offering in November 2024, in which it sold 25,000,000 units, each consisting of one IPDX Class A ordinary share and one right to receive one-tenth of one IPDX Class A ordinary share upon consummation of IPDX’s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. IPF has an economic interest in approximately 60.1% of the founder shares and 100% of the private placement securities of IPDX. In July 2025, Messrs. Blitzer and Shannon were appointed as President and Chief Executive Officer, and Chief Operating Officer, respectively, of IPDX. Mr. Blitzer was also appointed to the board of directors. On August 14, 2025, IPDX announced a business combination agreement with Merlin Labs, Inc. (“MRLN”), a leading developer of assured, autonomous flight technology for defense customers. The transaction is expected to close in the first quarter of 2026. Prior to the extraordinary general meeting of IPDX shareholders to approve the business combination with MRLN, holders of 22,550,551 IPDX Class A ordinary shares, or 90.20% of the outstanding IPDX Class A ordinary shares exercised their right to redeem those shares for cash at a price of approximately $10.5591 per share, for an aggregate of approximately $238.1 million. The transaction with MRLN closed on March 16, 2026, and began trading on Nasdaq on March 17, 2026 under the ticker “MRLN.” IPF believes MRLN represents an innovative company with significant potential to change the nature of flight. IPF believes the deal’s valuation was attractive and the significant $140 million capital commitments from IPF and its network of investors supporting the transaction was a main differentiator. There was no vote held to extend the date by which IPDX was required to complete its initial business combination because IPDX completed its initial business combination with MRLN within 24 months of its initial public offering.

MRLN’s common stock is listed on Nasdaq under the symbol “MRLN”. On June 4, 2026, the closing price of MRLN’s common stock was $7.18.

In May 2024, a separate management team formed a special purpose acquisition company, Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp. (“IPEX”)), for substantially similar purposes as Inflection Point. IPEX completed its initial public offering in February 2025, in which it sold 8,625,000 units, each consisting of one Class A ordinary share of IPEX and one right to receive one-fifth of one Class A ordinary share of IPEX upon consummation of IPEX’s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. In September 2025, IPF acquired control of IPEX, as well as 33% of the founder shares of IPEX. In connection with such acquisition, Messrs. Blitzer and Shannon were appointed as Chairman and Chief Executive Officer, and Chief Operating Officer, respectively, of IPEX. Mr. Blitzer was also appointed to the board of directors. On October 14, 2025, IPEX announced a business combination agreement with GoWell Technology Limited, a leading global innovator in well logging technologies. The transaction is expected to close in the third quarter of 2026.

IPEX’s units, Class A ordinary shares and rights are listed on Nasdaq under the symbols “IPEXU”, “IPEX” and “IPEXR”, respectively. On June 4, 2026, the closing prices of its units, Class A ordinary shares and rights were $10.90, $10.48 and $0.69, respectively.

In September 2025, Mr. Blitzer and Mr. Shannon founded Inflection Point Acquisition Corp. VI (“IPFX”), a special purpose acquisition company formed for substantially similar purposes as Inflection Point. IPFX completed its initial public offering in March 2026, in which it sold 25,300,000 units, each consisting of one IPFX Class A ordinary share and one-third of one warrant to purchase one IPFX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000.

IPFX’s units, Class A ordinary shares and warrants are listed on Nasdaq under the symbol “IPFXU”, “IPFX” and “IPFXW”, respectively. On June 4, 2026, the closing prices of its unit, Class A ordinary shares and warrants were $10.21, $9.98 and $0.78, respectively.

Past performance by Inflection Point’s management team, including with respect to IPAX, IPXX, IPDX, IPEX and IPFX, is not a guarantee of success with respect to the Business Combination with Air Water. You should not rely on the historical record of the performance of the Inflection Point management team or businesses associated with it, including, IPAX, IPXX, IPDX, IPEX and IPFX, as indicative of the Inflection Point management team’s future performance, of an investment in Inflection Point or PubCo, or of the returns the Inflection Point management team will, or are likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsor, see “Summary — Interests of Certain Inflection Point Persons in the Business Combination”. For information about the compensation of the Sponsor and Inflection Point’s officers and directors, see “Information About Inflection Point — Executive and Director Compensation”. For information about the securities owned by the Sponsor, including transfer restrictions and required forfeitures, see “Beneficial Ownership of PubCo” and “Inflection Point Relationships and Related Party Transactions”.

Q.     Did the Inflection Point Board obtain a third-party opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. On July 22, 2025, the audit committee of the Inflection Point Board engaged Newbridge Securities Corporation (“Newbridge”) to provide an opinion to the Inflection Point Board as to the fairness, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration (prior to the Second BCA Amendment) to be paid by Inflection Point in the Mergers pursuant to the Business Combination Agreement. On August 21, 2025, the Inflection Point Board received an opinion from Newbridge as to the fairness, as of such date, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration to be paid by Inflection Point in the Mergers pursuant to the Business Combination Agreement, which was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on and scope of the review undertaken by Newbridge, as set forth in such opinion, as more fully described in the subsection “The Business Combination — Original Fairness Opinion of Newbridge Securities Corporation”. A copy of Newbridge’s opinion is attached hereto as Annex F. On June 1, 2026, the Inflection Point Board received an updated opinion from Newbridge as to the fairness, as of such date, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration (giving effect to the Second BCA Amendment) to be paid by Inflection Point in the Mergers pursuant to the Business Combination Agreement, which was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on and scope of the review undertaken by Newbridge, as set forth in such opinion, as more fully described in the subsection “The Business Combination — Updated Fairness Opinion of Newbridge Securities Corporation”. A copy of Newbridge’s opinion is attached hereto as Annex G.

Q.     How has the announcement of the Business Combination affected the trading price of the Public Shares?

A.     On August 22, 2025, the last trading date prior to the public announcement of the Business Combination, Inflection Point Units, Public Shares and Inflection Point Rights closed at $10.56, $10.21 and $0.372, respectively. As of June 24, 2026, the Record Date, the closing price for each Inflection Point Unit, Inflection Point Class A Ordinary Share and Inflection Point Right was $10.72, $10.33 and $0.43, respectively.

Q.     Are there material differences between my rights as an Inflection Point shareholder and my rights as a PubCo shareholder?

A.     Yes, there are certain material differences between your rights as an Inflection Point shareholder and your rights as a PubCo shareholder. Please read the sections entitled “Description of PubCo Securities” and “Comparison of Shareholder Rights” for additional information.

Q.     Will Inflection Point obtain new financing in connection with the Business Combination?

A.     No. Inflection Point does not anticipate obtaining new financing in connection with the Business Combination.

Q.     Will Air Water obtain new financing in connection with the Business Combination?

A.     In connection with the transactions contemplated by the Business Combination Agreement, on July 25, 2025, Air Water UK entered into the Pre-Signing PIPE Subscription Agreement, with IPF, pursuant to which, among other things, IPF subscribed for and purchased from Air Water UK 607 Air Water UK Series A Preferred Shares, for aggregate consideration of approximately $4 million. Subsequently, on August 17, 2025, the shareholders of Air Water UK (including IPF) exchanged 100% of their shares in Air Water UK for an allotment of shares in the Company as part of an internal reorganization.

On August 25, 2025, Air Water entered into the Pre-Funded PIPE Subscription Agreement with the Pre-Funded PIPE Investors, pursuant to which Air Water sold Company Series A1 Preferred Shares and Company Warrants for aggregate consideration of approximately $28.5 million in the Pre-Funded PIPE Investment.

In addition, on August 25, 2025, Air Water entered into the Closing PIPE Subscription Agreement pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $31 million in the Closing PIPE Investment.

On March 19, 2026, the Company entered into (i) the Pre-Funded PIPE Subscription Agreement pursuant to which Tau Capital purchased Company Series A Preferred Shares and Company Warrants for aggregate consideration of $5.0 million and (ii) the Closing PIPE Subscription Agreements, pursuant to which Air Water agreed to sell Company Series A Preferred Shares and Company Warrants for aggregate consideration of approximately $15.0 million. Further, on May 25, 2026 and June 5, 2026, the Company entered into additional Pre-Funded PIPE Subscription Agreements pursuant to which a certain PIPE Investor and IPF agreed to purchase $7.5 million and $5.0 million, respectively, of Company Series A Preferred Shares and Company Warrants.

As of June 26, 2026, the Company received a total of $96.0 million in committed proceeds from PIPE Investors in the PIPE Investment, consisting of (i) $4.0 million from the Pre-Signing PIPE Investment, (ii) $46.0 million from the Pre-Funded PIPE Investment and (iii) $46.0 million from the Closing PIPE Investment. The Closing PIPE Investment includes $1.0 million of fixed return payable under a facility agreement entered into between Air Water UK and a Closing PIPE Investor that will be converted into PubCo Series A Investor Warrants at closing of the Business Combination.

See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Ancillary Documents — Company Series A Preferred Shares Subscription Agreements”.

Q.     What are the material U.S. federal income tax considerations of the First Merger?

A.     Subject to the limitations and qualifications described in “Certain Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders” below, the First Merger should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. In general, if the First Merger so qualifies, a U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes in connection therewith.

The tax consequences of the First Merger are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the First Merger, see the section entitled “Certain Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders.” If you are a U.S. Holder (as defined under “Material U.S. Federal Income Tax Considerations”) exchanging Inflection Point Class A Ordinary Shares in the First Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     What are the material U.S. federal income tax considerations of the Second Merger?

A.     It is intended that, for U.S. federal income tax purposes, the Second Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Second Merger qualifies for such intended tax treatment, a U.S. Holder generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such holder’s shares of Company Ordinary Shares or Company Series A Preferred Shares, as applicable, for PubCo Ordinary Shares or PubCo Series A Preferred Shares, as applicable, in the Second Merger. If the IRS were to be successful in taking the position that the Second Merger and related transactions are not treated as a reorganization under Section 368 of the Code, the exchange of Company Ordinary Shares or Company Series A Preferred Shares, as applicable, for PubCo Ordinary Shares or PubCo Series A Preferred Shares, as applicable, will generally be treated as a taxable exchange and holders of Company Ordinary Shares or Company Series A Preferred Shares, as applicable, may be required to pay additional U.S. federal income taxes with respect to the taxable year in which the Second Merger occurs.

If the Second Merger is treated as a reorganization under Section 368(a) of the Code, a U.S. holder of Company Warrants that are converted to PubCo Series A Investor Warrants generally would not recognize gain or loss. If the Second Merger is not treated as a reorganization under Section 368 of the Code, a U.S. holder that solely owns Company Warrants generally will be required to recognize gain or loss upon the conversion of those

Company Warrants to PubCo Series A Investor Warrants and a U.S. holder that owns Company Warrants and Company Ordinary Shares or Company Series A Preferred Shares generally will be required to recognize gain (but may not be permitted to recognize loss) upon receipt of PubCo Series A Investor Warrants.

For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, see “Certain Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Material U.S. Federal Income Tax Consequences of the Business Combination” and “Risk Factors — Risks Related to U.S. Federal Income Taxation.”

Q.     Do I have redemption rights?

A.     If you are a Public Shareholder, you have the right to request that Inflection Point redeem all or a portion of your Public Shares for cash, provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, acting together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding or disposing of Public Shares, will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the then-issued Public Shares without the prior consent of Inflection Point. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding or disposing of Public Shares, seeks to redeem more than 15% of the then-issued Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

There are no agreements, arrangements, or understandings between the Sponsor and unaffiliated security holders of Inflection Point regarding redemption of outstanding securities of Inflection Point.

The Sponsor has agreed to waive its redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Sponsor and Cantor have agreed to waive their redemption rights with respect to all Private Placement Shares underlying Private Placement Units. The Founder Shares and the Private Placement Shares underlying Private Placement Units will be excluded from the pro rata calculation used to determine the Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Inflection Point Rights prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on ___________ (two Business Days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price in accordance with the terms of the Inflection Point Organizational Documents. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.43 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your Redemption Rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made, may not be withdrawn unless the directors of Inflection Point determine (in their sole discretion) to permit the withdrawal of such request for redemption (which they may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by Continental by 5:00 p.m. Eastern Time at least two Business Days prior to the initial scheduled date of the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental by 5:00 p.m. Eastern Time, at least two Business Days prior to the initial scheduled date of the extraordinary general meeting.

If a Public Shareholder properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Inflection Point will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two Business Days prior to the consummation of the Business Combination. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If you are a Public Shareholder and you exercise your Redemption Rights, such exercise will not result in the loss of any Inflection Point Rights that you may hold.

Q.     If I am a holder of Inflection Point Rights, can I exercise redemption rights with respect to my Inflection Point Rights?

A.     No. The holders of Inflection Point Rights have no redemption rights with respect to such securities.

Assuming that no more than 12,650,000 Public Shares, representing 50% of the outstanding Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $129.9 million from the Trust Account (based on the approximate balance of the Trust Account as of December 31, 2025) in connection with the Business Combination, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one Inflection Point Right for each Public Share being redeemed, each of which will entitle the holder to one-tenth of one PubCo Ordinary Share, and using the closing price on Nasdaq of $10.21 as of August 22, 2025 (the last trading day before the announcement of the Business Combination Agreement), the aggregate fair value of the PubCo Ordinary Shares underlying the Inflection Point Rights that can be retained by redeeming Public Shareholders is approximately $12.9 million. Assuming the maximum redemptions scenario, resulting in 25,300,000 Public Shares redeemed for an aggregate payment of approximately $259.8 million from the Trust Account (based on the approximate balance of the Trust Account as of December 31, 2025) in connection with the Business Combination, and assuming that each redeeming Public Shareholder holds one Inflection Point Right for each Public Share being redeemed, each of which will entitle the holder to one-tenth of one PubCo Ordinary Share, and using the closing price on Nasdaq of $10.21 as of August 22, 2025 (the last trading day before the announcement of the Business Combination Agreement), the aggregate fair value of the PubCo Ordinary Shares underlying the Inflection Point Rights that can be retained by redeeming Inflection Point Rights holders is approximately $25.8 million. The actual market price of the Inflection Point Rights may be higher or lower on the date that Inflection Point Rights holders seek to sell such Inflection Point Rights. Additionally, Inflection Point cannot assure the Inflection Point Rights holders that they will be able to sell their Inflection Point Rights in the open market as there may not be sufficient liquidity in such securities when Inflection Point Rights holders wish to sell their Inflection Point Rights.

Q.     How do the Public Units offered in Inflection Point’s IPO differ from the Private Placement Units and what are the related risks for any holders of Public Units after the Business Combination?

A.     The Private Placement Units are identical to the Public Units sold in Inflection Point’s IPO in material terms and provisions, except that (i) the Private Placement Units may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of Inflection Point’s initial business combination, (ii) each Private Placement Share included in each Private Placement Unit will not have any redemption rights or be entitled to liquidating distributions from the Trust Account, (iii) the Private Placement Units (including the underlying securities) will be entitled to registration rights, (iv) each holder of Private Placement Shares included in Private Placement Units agreed to vote any such shares in favor of a proposed initial business combination, including the Business Combination, if Inflection Point seeks shareholder approval for such business combination and in favor of any proposals recommended by the Inflection Point Board in connection with such business combination, and (v) with respect to Inflection Point Rights included in Private Placement Units held by Cantor and/or its designees, will not be convertible more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8).

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences for U.S. Holders Exercising Redemption Rights.” If you are a U.S. Holder (defined below) of Inflection Point Class A Ordinary Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

All Inflection Point Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.     Following the closing of the IPO (including full exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $253,000,000 ($10.00 per Inflection Point Unit) of the net proceeds from the IPO and the sale of the Private Placement Rights was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled approximately $263,990,603 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to fund Inflection Point’s working capital requirements (subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years)) and/or to pay Inflection Point’s taxes (any withdrawals to taxes shall not be subject to the $250,000 annual limitation) (collectively, “Permitted Withdrawals”), if any, until the earliest of (a) the completion of a business combination (including the Closing) and (b) the redemption of all of the Public Shares if Inflection Point is unable to complete a business combination by April 28, 2027 (or if such date is further extended at a duly called general meeting, such later date) and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Inflection Point Organizational Documents (A) to modify the substance or timing of Inflection Point’s obligation to redeem 100% of the Public Shares in connection with its initial business combination or if it does not complete a business combination by April 28, 2027 (or such later date approved at a duly called general meeting) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

In connection with the Business Combination, the funds deposited in the Trust Account will be released to pay Public Shareholders who properly exercise their redemption rights; to pay transaction fees and expenses of Inflection Point associated with the Business Combination; and for working capital and general corporate purposes of PubCo (or for any other use as directed by PubCo, subject to certain limitations) following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary — Sources and Uses of Funds for the Proposed Transaction”.

Q.     What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to that certain Underwriting Agreement between Inflection Point and Cantor, as representative of the several underwriters, dated April 24, 2025 (as it may be amended from time to time, the “Underwriting Agreement”), Inflection Point previously agreed to pay to Cantor an aggregate cash amount of $9,900,000, or $12,045,000 if the over-allotment option is exercised, as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of an initial business combination. Solely in connection with the Business Combination, Cantor agreed to reduce the Original Deferred Fee to $4,000,000, plus, an additional 4.0% of the aggregate amount that remains in the Trust Account at the Closing, up to $8,045,000 ($12,045,000 total) (such sum, the “Reduced Deferred Fee”).

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     The Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for Inflection Point Class A Ordinary Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s business will be reduced and PubCo may not be able to achieve its business plans. In addition, without additional funds from the Closing PIPE Investment in connection with the closing of the Business Combination, it is possible that a maximum redemption scenario would result in a cash deficit, in which event the parties would need to find additional sources of funding in order for the Business Combination to become effective.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting commission.

__________

(1)      Approximate amount of funds in the Trust Account as of December 31, 2025. Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that Public Shareholders holding 6,325,000 Public Shares (25% of the Public Shares) Redemption Rights for an aggregate payment of approximately $64,945,183 (based on the estimated Price of approximately $10.27 per share) from the Trust Account, based on the approximate amount Trust Account as of December 31, 2025, which is a redemption scenario that could occur.

(3)      Assumes that Public Shareholders holding 12,650,000 Public Shares (50% of the Public Shares) Redemption Rights for an aggregate payment of approximately $129,890,366 (based on the estimated Price of approximately $10.27 per share) from the Trust Account, based on the approximate amount Trust Account as of December 31, 2025, which is a redemption scenario that could occur.

(4)      Assumes that Public Shareholders, holding 18,975,000 Public Shares (75% of the Public Shares) Redemption Rights for an aggregate payment of approximately $194,835,548 (based on the estimated Price of approximately $10.27 per share) from the Trust Account, based on the approximate amount Trust Account as of December 31, 2025, which is a redemption scenario that could occur.

(5)      Assumes that Public Shareholders holding 25,300,000 Public Shares (100% of the Public Shares) Redemption Rights for an aggregate payment of approximately $259,780,731 (based on the estimated Price of approximately $10.27 per share) from the Trust Account, based on the approximate amount Trust Account as of December 31, 2025, which is a redemption scenario that could occur.

(6)      On March 18, 2026, Cantor Fitzgerald & Co., Inflection Point and Air Water entered into a fee reduction agreement pursuant (the “Fee Reduction Agreement”). Pursuant to the Fee Reduction Agreement, the parties amended the terms of the deferred underwriting commissions set forth in the Underwriting Agreement. Reflects (1) a waiver of $8,045,000 of the deferred underwriting fee that would otherwise be payable, resulting in a remainder of $4,000,000 and (2) an additional fee equal to 4.0% of cash that remains in the Trust Account at Closing.

(7)      The redemptions and deferred underwriting commissions exceed the amount held in Trust Account.

Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Inflection Point Rights will remain issued and outstanding notwithstanding the redemption of their Public Shares. The Sponsor and Cantor hold an aggregate of 740,000 Private Placement Units, which include 740,000 Inflection Point Rights. Following the consummation of the Business Combination, all of the Inflection Point Rights will become PubCo Ordinary Shares.

For information on the relative ownership levels of holders of PubCo Securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of PubCo Securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current Inflection Point shareholders and Air Water Shareholders hold in PubCo immediately after the consummation of the Business Combination?”

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the Required Shareholder Approval, (ii) the Company Shareholder Approval, (iii) no adverse law or order that has the effect of making the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibiting the consummation of such transactions, (iv) the expiration of all waiting periods (and any extensions thereof) under the HSR Act with respect to the Business Combination, (v) approval of the listing of the PubCo Ordinary Shares on Nasdaq, (vi) the registration statement of which this proxy statement/prospectus forms a part becoming effective (with no stop order having been issued by the SEC which remains in effect and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn), (vii) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties to the Business Combination Agreement, in each case subject to certain qualifiers, (viii) duly executed pay-off letters certifying that certain indebtedness of Air Water and its subsidiaries, as specified in the Business Combination Agreement, shall have been paid off, (ix) execution and delivery of the Ancillary Documents, as applicable, (x) Inflection Point shall have made all necessary and appropriate arrangements with the Trustee to have all of the funds held in the Trust Account disbursed to Inflection Point in accordance with the Business Combination Agreement on the Closing Date, and all such funds released from the Trust Account shall be available to PubCo, (xi) no Material Adverse Effect with respect to either Air Water or Inflection Point shall have occurred which is continuing, and (xii) each of Air Water and Inflection Point shall have delivered a customary closing certificate. The parties cannot assure you as to whether these conditions will be satisfied or waived. For more information about conditions to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Business Combination Agreement”.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated by the first quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to Inflection Point Shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Inflection Point’s shareholders at the extraordinary general meeting and Inflection Point elects to adjourn the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Mergers or any other transaction. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     If Inflection Point is not able to complete an initial business combination (including the contemplated Business Combination with Air Water) by April 28, 2027 (or if such date is further extended at a duly called general meeting, such later date) in each case, as such date may be extended pursuant to the Inflection Point Organizational Documents, Inflection Point will, as promptly as reasonably possible but not more than 10 Business Days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to Inflection Point’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Inflection Point Rights may be worthless.

Q.     What interests do the Sponsor, IPF, and Inflection Point’s directors and officers have in the Business Combination?

A.     The Sponsor, IPF and Inflection Point’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of unaffiliated Inflection Point shareholders. Further, Inflection Point’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to Inflection Point — Conflicts of Interest”. Inflection Point believes there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of Inflection Point’s officers and directors to other entities. The Inflection Point Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to Inflection Point Shareholders that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. Inflection Point’s shareholders should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including the Business Combination Proposal. These interests include, among other things:

•        The Sponsor made an initial investment of $25,000, or approximately $0.004 per share, on February 5, 2024, to cover certain pre-IPO expenses, in exchange for the issuance of 5,750,000 Founder Shares. Subsequently on October 10, 2024, Inflection Point effected a share capitalization of 1,916,667 Inflection Point Class B Ordinary Shares, as a result of which the Sponsor owned 7,666,667 Founder Shares for which it paid approximately $0.003 per share. On November 18, 2024, Inflection Point effected a share capitalization of 766,666 Inflection Point Class B Ordinary Shares, as a result of which the Sponsor owned 8,433,333 Founder Shares for which it paid approximately $0.003 per share. The Sponsor is controlled by its manager, IPAM. Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer, is the Chief Investment Officer of IPAM and therefore controls IPAM and the Sponsor. IPF has an economic interest in 4,256,885, or approximately 50.5%, of the Founder Shares held by the Sponsor. Mr. Blitzer and Mr. Shannon, Inflection Point’s Chief Operating Officer, are affiliates of IPF and have economic interests in IPF, including performance allocations, management fees and as limited partners. Each other director and officer of Inflection Point has economic interests in the Founder Shares held by the Sponsor, including in some cases, as limited partners of IPF. Mr. Blitzer has an economic interest in 2,535,066, or approximately 30.1%, of the PubCo Ordinary Shares that will be received by the Sponsor upon conversion of Founder Shares, for which he paid $7,515. Mr. Shannon has an economic interest in 691,382, or approximately 8.2%, of the PubCo Ordinary Shares that will be received by the Sponsor upon conversion of

Founder Shares, for which he paid $2,050. The 8,433,333 PubCo Ordinary Shares that the Sponsor and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $87.0 million based on the closing price of $10.32 per Inflection Point Class A Ordinary Share on Nasdaq on June 4, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such PubCo Ordinary Shares will be subject to lock-up restrictions, Inflection Point believes such shares will have less value.

•        The Sponsor purchased 500,000 Private Placement Units for $5,000,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. The Sponsor is controlled by its manager, IPAM. Michael Blitzer, Inflection Point’s Chairman and Chief Executive Officer, is the Chief Investment Officer of IPAM and therefore controls IPAM and the Sponsor. IPF has an economic interest in 354,500, or approximately 70.9%, of the Private Placement Units held by the Sponsor. Mr. Blitzer and Mr. Shannon are affiliates of IPF and have economic interests in IPF, including performance allocations, management fees and as limited partners. Certain of the directors and officers of Inflection Point have economic interests in the Private Placement Units held by the Sponsor, including in some cases, as limited partners of IPF. Following the Business Combination, the 550,000 PubCo Ordinary Shares that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $5.7 million based on the closing price of $10.32 per Inflection Point Class A Ordinary Share on Nasdaq on June 4, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such PubCo Ordinary Shares will be subject to lock-up restrictions, Inflection Point believes such shares will have less value.

•        Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Public Shares included in the Inflection Point Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

•        The Sponsor, and therefore IPF and the other members of the Sponsor, will lose its entire investment in Inflection Point if Inflection Point does not complete a business combination by April 28, 2027 (or if such date is extended at a duly called meeting of the Inflection Point shareholders, such later date). If Inflection Point does not consummate a business combination by such date, as promptly as reasonably possible but not more than 10 Business Days thereafter, Inflection Point will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to Inflection Point’s obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the Inflection Point Rights may be worthless and the 8,933,333 Inflection Point Ordinary Shares owned by the Sponsor may be worthless because following the redemption of Public Shares, Inflection Point would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to such shares if Inflection Point fails to complete a business combination within the required period.

•        In exchange for the Company Series A1 Preferred Shares and Company Warrants that IPF received upon conversion of securities it purchased in Air Water UK for an aggregate of $4 million, IPF will receive at the Closing (i) a number of PubCo Series A Preferred Shares equal to (a) the aggregate Accrued Value attributable to such Company Series A1 Preferred Shares divided by (b) $1,000 (approximately 5,384.88 PubCo Series A Preferred Shares taking into account accrued dividends through August 25, 2026; such number of PubCo Series A Preferred Shares may increase prior to Closing due to additional accrued dividends after such date), (ii) a PubCo Series A Investor Warrant exercisable for approximately 2,448,740 PubCo Ordinary Shares at an initial exercise price of $12.00 per share, subject to adjustment (taking into account accrued dividends through August 25, 2026; such number of PubCo Ordinary Shares may increase prior to Closing due to additional accrued dividends after such date) and (iii) up to 2,176,109 PubCo Ordinary Shares, vesting in four equal tranches upon the occurrence of Triggering Event I, Triggering Event II, Triggering Event III, and Triggering Event IV, respectively.

•        In exchange for the Company Series A1 Preferred Shares and Company Warrant that IPF purchased for an aggregate of $16 million, IPF will receive at the Closing (i) a number of PubCo Series A Preferred Shares equal to (a) the aggregate Accrued Value attributable to such Company Series A1 Preferred Shares divided by (b) $1,000 (approximately 11,734.97 PubCo Series A Preferred Shares taking into account accrued dividends through August 25, 2026; such number of PubCo Series A Preferred Shares may increase prior to Closing due to additional accrued dividends) and (ii) a PubCo Series A Investor Warrant exercisable for approximately 1,763,209 PubCo Ordinary Shares at an initial exercise price of $12.00 per share, subject to adjustment (taking into account accrued dividends through August 25, 2026; such number of PubCo Ordinary Shares may increase prior to Closing due to additional accrued dividends after such date) and (iii) up to 1,386,924 PubCo Ordinary Shares, vesting in four equal tranches upon the occurrence of Triggering Event I, Triggering Event II, Triggering Event III, and Triggering Event IV, respectively.

•        Inflection Point’s Sponsor, officers and directors, and IPF, have agreed not to redeem any of the Founder Shares or Inflection Point Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the Sponsor has agreed to indemnify Inflection Point to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Inflection Point have entered into an acquisition agreement or claims of any third party for services rendered or products sold to Inflection Point, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        Inflection Point’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six years after the Business Combination for events occurring prior to the Business Combination.

•        The Sponsor, IPAM, and their directors, officers, employees, principals, managers, partners, members, shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives will be eligible for continued indemnification for (i) the IPO or Inflection Point’s operations or conduct of its business (including, for the avoidance of doubt, the Business Combination), or (ii) any claim against the Sponsor and/or IPAM alleging any expressed or implied management or endorsement by the Sponsor and/or IPAM of any activities of Inflection Point or any express or implied association between the Sponsor and/or IPAM, on the one hand, and Inflection Point or any of its affiliates, on the other hand.

•        The continuation of Kevin Shannon, Inflection Point’s Chief Operating Officer, as a director of the PubCo Board following the Closing. As such, in the future he may receive any cash fees, share options or share awards that the PubCo Board determines to pay to its directors.

•        In connection with the Closing, the Sponsor, and Inflection Point’s officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to Inflection Point. In order to finance transaction costs in connection with a business combination, the Sponsor or IPF or certain of Inflection Point’s officers or directors may, but are not obligated to, loan Inflection Point as may be required (the “Working Capital Loans”). In the event that a business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account, including permitted withdrawals, would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, Inflection Point’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by

Inflection Point from time to time, made by the Sponsor or certain of Inflection Point officers and directors to finance transaction costs in connection with an intended initial business combination. As of March 31, 2026, there are no reimbursable out-of-pocket expenses outstanding.

•        Pursuant to the New Registration Rights Agreement, Inflection Point’s officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights subject to certain requirements and customary conditions, with respect to the Registrable Securities held by such parties following the consummation of the Business Combination.

In addition, as a result of multiple business affiliations, Inflection Point directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require the Inflection Point directors and officers to present a business combination opportunity to such other entity and only present it to Inflection Point if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. Inflection Point believes, however, that there were no such corporate opportunities presented to Inflection Point’s directors and officers which were not presented to Inflection Point, and therefore that Inflection Point directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact Inflection Point’s search for a business combination target. For more information, see “Information About Inflection Point — Conflicts of Interest”.

The audit committee of the Inflection Point Board engaged Newbridge to provide an opinion to the Inflection Point Board as to the fairness, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration to be paid by Inflection Point in the Mergers pursuant to the Business Combination Agreement, a copy of the Original Fairness Opinion is attached hereto as Annex F and a copy of the Updated Fairness Opinion is attached hereto as Annex G.

Q.     Following the Business Combination, will PubCo’s securities trade on a stock exchange?

A.     Yes. PubCo intends to apply to list the PubCo Ordinary Shares on Nasdaq under the proposed symbol “WATR”, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the PubCo Ordinary Shares issued as merger consideration must be conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the PubCo Ordinary Shares would not be listed on any nationally recognized securities exchange.

Q.     Do I have appraisal rights in connection with the Business Combination?

A.     Holders of Inflection Point Ordinary Shares have appraisal rights in connection with the First Merger. The Companies Act prescribes when shareholder appraisal or dissenters’ rights will be available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise Redemption Rights, as set out herein. For more information, see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights under the Companies Act”.

Q.     What do I need to do now?

A.     Inflection Point urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or rights holder. Inflection Point’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Inflection Point Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person (including virtually) at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A.      No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Inflection Point believes that all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Broker non-votes are not considered present for the purposes of establishing a quorum, and will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming that a valid quorum is established.

Q.     When and where will the extraordinary general meeting be held?

A.      The extraordinary general meeting will be held at [•], New York City time, on [•], 2026 at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/inflectionpointacquisitioniii/2026.

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     Inflection Point has fixed June 24, 2026 as the Record Date for the extraordinary general meeting. If you were a shareholder of Inflection Point at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person (including virtually) or is represented by proxy at the extraordinary general meeting.

Q.     How many votes do I have?

A.     Inflection Point shareholders are entitled to one vote at the extraordinary general meeting for each Inflection Point Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 34,473,333 Inflection Point Ordinary Shares issued and outstanding, of which 25,300,000 were issued and outstanding Public Shares.

Q.     What constitutes a quorum?

A.     A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of one-third of the issued and outstanding Inflection Point Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person represented by its duly authorized representative or proxy is present. As of the Record Date for the extraordinary general meeting, 11,491,111 Inflection Point Ordinary Shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.      Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the holders of the Inflection Point Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by the requisite holders of Inflection Point Ordinary Shares.

Merger Proposal — The approval of the Merger Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or, where proxies are allowed, by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the requisite holders of Inflection Point Ordinary Shares.

Advisory Organizational Document Proposals — The separate approval of each of the Advisory Organizational Document Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote of a simple majority of the holders of the Inflection Point Ordinary Shares, who being present in person or, where proxies are allowed, by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the holders of the Inflection Point Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The Sponsor has agreed to vote all the Founder Shares, Private Placement Shares, and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. In addition, Cantor has agreed to vote all Private Placement Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor and Cantor collectively owned approximately 26.6% of the issued and outstanding Inflection Point Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers for Shareholders of Inflection Point — How does the Sponsor intend to vote their Inflection Point Ordinary Shares?”.

The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law, and the Inflection Point Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination or to prepare a report concerning the approval of the Business Combination.

Q.     What are the recommendations of the Inflection Point Board?

A.      The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Merger Proposal, “FOR” the approval of the Advisory Organizational Document Proposals and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

The Inflection Point Board, including the independent directors, after careful consideration, unanimously determined that the Business Combination is in the best interests of Inflection Point and its shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See the subsection entitled “The Extraordinary General Meeting of Inflection Point Shareholders — Recommendation of the Inflection Point Board” for more information.

The Inflection Point Board believes that each of the Business Combination Proposal, the Merger Proposal, each of the separate Advisory Organizational Document Proposals and the Adjournment Proposal (if put to a vote) is in the best interests of Inflection Point and its shareholders and recommends that Inflection Point Shareholders vote “FOR” each proposal being submitted to a vote of the Inflection Point Shareholders at the extraordinary general meeting.

For a description of the Inflection Point Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the Inflection Point Board, see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the Inflection Point Board in favor of approval of these proposals, you should keep in mind that the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated Inflection Point shareholders. Please see the subsection entitled “Summary — Interests of Certain Inflection Point Persons in the Business Combination”.

Q.     How does the Sponsor intend to vote its Inflection Point Ordinary Shares?

A.     The Sponsor has agreed to vote all the Founder Shares, Private Placement Shares, and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned 8,433,333 Founder Shares and 500,000 Private Placement Shares, representing approximately 25.9% of the issued and outstanding Inflection Point Ordinary Shares. In addition, Cantor has agreed to vote all the Private Placement Shares it may hold in favor of all of the proposals being presented at the extraordinary general meeting. As of the Record Date, Cantor owned 200,000 Private Placement Shares, representing approximately 0.7% of the issued and outstanding Inflection Point Ordinary Shares. As a result, in addition to the Founder Shares and Private Placement Shares, Inflection Point would need 8,063,334, or 31.9%, of the 25,300,000 Public Shares to be voted in favor of the Business Combination Proposal in order to have the Business Combination Proposal approved, assuming all outstanding shares are voted. Assuming that only the holders of one-third of the Inflection Point Ordinary Shares, representing a quorum under the Inflection Point Organizational Documents, vote their shares at the extraordinary general meeting, Inflection Point will not need any Public Shares in addition to the Founder Shares and Private Placement Shares to be voted in favor of the Business Combination Proposal in order to approve the Business Combination Proposal. Because the Business Combination is structured, in part, as a Merger of Inflection Point into PubCo, approval of the Business Combination also required approval of the Merger Proposal. Inflection Point would need only 13,808,889, or approximately 40.1%, of the Public Shares, to be voted in favor of the Merger Proposal in order to approve the Merger Proposal assuming all outstanding shares are voted. Assuming that only the holders of one-third of the Inflection Point Ordinary Shares, representing a quorum under the Inflection Point Organizational Documents, vote their shares at the extraordinary general meeting, Inflection Point will not need any Public Shares in addition to the Founder Shares and Private Placement Shares to be voted in favor of the Merger Proposal in order to approve the Merger Proposal. To the extent that the Sponsor or Inflection Point executive officers purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Summary — Interests of Certain Inflection Point Persons in the Business Combination”.

Q.     Do the Sponsor and Inflection Point’s directors and officers have interests in the Business Combination that differ from or are in addition to the interests of Inflection Point’s shareholders generally?

A.     Yes. The Sponsor and Inflection Point’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of Inflection Point’s shareholders generally. The Inflection Point Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that Inflection Point’s shareholders

vote in favor of the Business Combination Agreement and the Business Combination. See the section of this proxy statement/prospectus entitled “Summary — Interests of Certain Inflection Point Persons in the Business Combination” for more information.

Q.     What interests do the Air Water directors and officers have in the Business Combination?

A.     Air Water’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the Inflection Point shareholders generally. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Air Water’s Directors and Executive Officers” for further discussion of these considerations.

Q.     What happens if I sell my Inflection Point Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two Business Days prior to the scheduled date of the extraordinary general meeting.

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of Inflection Point Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of Inflection Point Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to Inflection Point’s Chief Executive Officer at Inflection Point’s address set forth below so that it is received by Inflection Point’s Chief Executive Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on            ) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Inflection Point’s Chief Executive Officer, which must be received by Inflection Point’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder and/or warrant holder of PubCo. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or rights holder of Inflection Point. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two Business Days prior to the initially scheduled date of the extraordinary general meeting pursuant to the procedures described in this proxy statement/prospectus.

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the Merger Proposal and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and Inflection Point will

not consummate the Business Combination. If Inflection Point does not consummate the Business Combination, Inflection Point may continue to try to complete a business combination with a different target business until April 28, 2027 (or if such date is further extended at a duly called general meeting, such later date). If Inflection Point fails to complete an initial business combination by April 28, 2027 (or if such date is further extended at a duly called general meeting, such later date), then Inflection Point will be required to liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q.     What should I do with my share certificates, rights certificates or unit certificates?

A.     Public Shareholders must complete the procedures for electing to redeem their Public Shares, including the delivery of their Public Shares, in the manner described above prior to 5:00 p.m., Eastern Time, on ____________ (two Business Days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed.

Our rights holders should not submit the certificates relating to their rights. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Inflection Point Ordinary Shares.

Q.     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.     Inflection Point will pay the cost of soliciting proxies for the extraordinary general meeting. Inflection Point has engaged Sodali & Co to assist in the solicitation of proxies for the extraordinary general meeting. Inflection Point has agreed to pay Sodali & Co. a fee of $17,500, plus disbursements. Inflection Point will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Inflection Point’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Where can I find the voting results of the extraordinary general meeting?

A.     The preliminary voting results are expected to be announced at the extraordinary general meeting. Inflection Point will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four Business Days after the extraordinary general meeting.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

Inflection Point Acquisition Corp. III
167 Madison Avenue, Suite 205 #1017
New York, NY 10016
(212) 295-5830

You also may obtain additional information about Inflection Point from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information”. If you are a Public Shareholder and you intend to seek redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to Continental, at the address below prior to the extraordinary general meeting. Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on (two Business Days prior to the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: SPAC Redemptions Team
Email: spacredemptions@continentalstock.com