FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Carr Peter
(Last) (First) (Middle)
4341 W. 108TH ST., SUITE 1
(Street)
HIALEAH FL 33018
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2026 		3. Issuer Name and Ticker or Trading Symbol
Air Water Ventures Ltd [ WATR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Director
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 1,848,980 (1) (2) (3)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 1,131,124 restricted stock units ("RSUs") granted on August 14, 2026 under the Restricted Stock Unit & Performance-Based Restricted Stock Unit Agreement, dated August 14, 2026, entered into by and between Air Water Ventures Holdings Limited (the "Company") and the Reporting Person (the "RSU Agreement"). The RSUs vest as to 25% on the 6-month anniversary of the Closing, with the remaining 75% vesting in equal quarterly installments thereafter until fully vested on the 2-year anniversary of the Closing (as defined in the RSU Agreement), subject to the Reporting Person's continuous employment through each vesting date. Each RSU represents the right to receive one ordinary share of the Issuer.
2. Includes 717,856 performance-based restricted stock units ("PSUs") granted under the RSU Agreement. Each PSU corresponds to the number of Earnout Shares (as defined in the BCA) the Reporting Person would have received had each underlying RSU been an ordinary share, subject to the Second Amendment to Business Combination Agreement (the "BCA").
3. (Continued from Footnote 2) The PSUs vest in four equal tranches upon the following Triggering Events: (i) Triggering Event I occurs if, on or prior to the quarter ending December 31, 2027, the Revenue Run Rate (as defined in the BCA) equals or exceeds $80,000,000; (ii) Triggering Event II occurs if, on or prior to the quarter ending December 31, 2027, the EBITDA Run Rate (as defined in the BCA) equals or exceeds $30,000,000; (iii) Triggering Event III occurs if, on or prior to the quarter ending June 30, 2028, (a) the Revenue Run Rate equals or exceeds $160,000,000 and (b) the EBITDA Run Rate equals or exceeds $70,000,000; and (iv) Triggering Event IV occurs if, within the Earnout Period (the period beginning on the 6-month anniversary of the Closing and ending on the 18-month anniversary of the Closing), the ordinary share price is greater than or equal to $20.00, subject to equitable adjustment. Each PSU represents the right to receive one ordinary share of the Issuer.
Remarks:
Exhibit 24 - Power of Attorney.

Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Act, the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.
/s/ David Tuerff, as attorney-in-fact for the Reporting Person 08/14/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

POWER OF ATTORNEY