As filed with the Securities and Exchange Commission on September 11, 2026

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

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Air Water Ventures Limited

(Exact name of registrant as specified in its charter)

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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)

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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)

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Copies of all correspondence to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

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(c) 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. ☐

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. ☐

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†          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.

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Rule 429 Statement

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Registration Statement on Form F-1 (referred to herein as the Registration Statement) will be used as a combined prospectus in connection with this Registration Statement and the registrant’s Registration Statement on Form F-4 (File No. 333-294998), that was originally declared effective by the Securities and Exchange Commission on July 8, 2026 (as amended, the “Prior Registration Statement”). Accordingly, this Registration Statement also constitutes Post-Effective Amendment No. 1 on Form F-4 to the Prior Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2026

PRELIMINARY PROSPECTUS

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Air Water Ventures Limited

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Primary Offering of
230,515,880 ORDINARY SHARES

Secondary Offering of
404,549,456 ORDINARY SHARES
117,037.282 series a preferred shares
16 series a investor warrants

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This prospectus relates to the offer and sale by Air Water Ventures Limited (together with its subsidiaries, “Air Water,” the “Company,” “we,” “us” or “our”) of (i) up to 93,257,940 ordinary shares of $0.0001 par value per share (the “Ordinary Shares”) issuable upon the conversion of 65,743.165 Series A redeemable preference shares of $0.0001 par value per share (the “Series A Preferred Shares”) (assuming, solely for this purpose, a $1.00 per Ordinary Share conversion price and taking into account the Accrued Value through August 14, 2029), (ii) up to 117,257,940 Ordinary Shares issuable upon the exercise of certain warrants to purchase Ordinary Shares (the “Series A Investor Warrants”) (assuming, solely for this purpose, a $1.00 per Ordinary Share exercise price), which amount represents a good-faith estimate of the maximum amount of Ordinary Shares that may become issuable upon exercise of such Series A Investor Warrants and (iii) up to 20,000,000 Ordinary Shares that are issuable by us to certain former members (the “Eligible Stockholders”) of Air Water Ventures Holdings Limited, a Cayman Islands exempted company (“Air Water Holdings”) upon the occurrence of specified events pursuant to the Business Combination Agreement (as defined below), for no additional consideration (such shares, “Earnout Shares”). The Series A Preferred Shares and Series A Investor Warrants described above were issued to the Pre-Signing and Pre-Funded PIPE Investors at Closing of the Business Combination in exchange for Air Water Holdings Series A Preferred Shares and Air Water Holdings Warrants that were originally issued to such investors in the private Pre-Signing PIPE and Pre-Funded PIPE Investments.

This prospectus also relates to the offer and resale, from time to time, by the selling shareholders named herein or their pledgees, donees, transferees, or other successors in interest (collectively, the “Selling Securityholders”), of an aggregate of:

(i)     384,549,456 Ordinary Shares held by or issuable to certain holders entitled to resale registration rights pursuant to the Registration Rights Agreement, dated as of August 14, 2026 (the “Registration Rights Agreement”), including:

(a)     8,983,333 Ordinary Shares held by Inflection Point Holdings III LLC (the “Sponsor”) consisting of (i) 8,433,333 Ordinary Shares received upon conversion of 8,433,333 Founder Shares which were initially acquired for an aggregate of $25,000 or approximately $0.004 per share and (ii) 550,000 Ordinary Shares received in exchange for 500,000 Private Placement Units;

(b)    19,110,782 Ordinary Shares held by certain Selling Securityholders who are former members of Air Water Holdings received in exchange for Air Water Holdings Ordinary Shares as consideration in the Merger (as defined below) pursuant to the Business Combination Agreement;

(c)     166,043,553 Ordinary Shares issuable to certain Selling Securityholders upon the conversion of 117,037.282 Series A Preferred Shares purchased by the PIPE Investors (assuming, solely for this purpose, a $1.00 per Ordinary Share conversion price and taking into account the Accrued Value through August 14, 2029), which amount represents a good-faith estimate of the maximum amount of Ordinary Shares that may become issuable upon conversion of such shares of Series A Preferred Shares; and

($1.83 closing price on September 10, 2026). By comparison, the offering price to public stockholders in the Inflection Point IPO was $10.00 per unit, each of which consisted of one Class A ordinary share and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination. Consequently, certain Selling Securityholders may realize a positive rate of return on the sale of their Resale Securities covered by this prospectus even if the market price of our Ordinary Shares is below the $10.00 per unit price offered in the Inflection Point IPO and public stockholders may experience a negative rate of return on their investment.

We will not receive any proceeds from the sale of the Resale Securities by the Selling Securityholders. We will receive the proceeds upon exercise of the Series A Investor Warrants to the extent such Series A Investor Warrants are exercised for cash. Assuming the exercise of all outstanding Series A Investor Warrants for cash, we would receive aggregate proceeds of up to approximately $146.4 million. However, we will only receive such proceeds if all holders of Series A Investor Warrants fully exercise their Series A Investor Warrants for cash. The current exercise price of the Series A Investor Warrants is $12.00 per share. We believe that the likelihood that holders determine to exercise their Series A Investor Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Ordinary Shares. If the market price for our Ordinary Shares is less than the exercise price of the Series A Investor Warrants (on a per share basis), we believe that holders will be very unlikely to exercise any of their Series A Investor Warrants, and accordingly, we will not receive any such proceeds. There is no assurance that the Series A Investor Warrants will be or will remain “in the money” prior to their expiration or that the holders will exercise their Series A Investor Warrants. Holders of Series A Investor Warrants have the option to exercise their Series A Investor Warrants on a cashless basis in accordance with the terms of the Series A Investor Warrants (as applicable). To the extent that any Series A Investor Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of such Series A Investor Warrants will decrease.

We will bear all costs, expenses, and fees in connection with the registration of the Ordinary Shares, Series A Preferred Shares and Series A Investor Warrants. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the Ordinary Shares, Series A Preferred Shares and Series A Investor Warrants.

Our Ordinary Shares are trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “WATR.” On September 10, 2026, the closing price of our Ordinary Shares as reported on Nasdaq was $1.83 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company,” and “foreign private issuer” each as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary — Emerging Growth Company; Foreign Private Issuer.”

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Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated             , 2026

Table of Contents

About this Prospectus

This prospectus is part of a registration statement on Form F-1 filed with the SEC. The Selling Securityholders named in this prospectus may, from time to time, sell the securities described in this prospectus in one or more offerings. This prospectus includes important information about us and the Ordinary Shares issued by us, the securities being offered by the Selling Securityholders and other information you should know before investing. Any prospectus supplement or post-effective amendment to the registration statement may also add, update, or change information in this prospectus. If there is any inconsistency between the information contained in this prospectus and any prospectus supplement or post-effective amendment to the registration statement, you should rely on the information contained in that particular prospectus supplement or post-effective amendment to the registration statement. This prospectus does not contain all of the information provided in the registration statement that we filed with the SEC. You should read this prospectus together with the additional information about us described in the section below entitled “Where You Can Find More Information.” You should rely only on information contained in this prospectus. We have not, and the Selling Securityholders have not, authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

The Selling Securityholders may offer and sell the securities directly to purchasers, through agents selected by the Selling Securityholders, or to or through underwriters or dealers. A prospectus supplement, if required, may describe the terms of the plan of distribution and set forth the names of any agents, underwriters or dealers involved in the sale of securities. See “Plan of Distribution.”

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus. The securities offered by this prospectus are being offered only in jurisdictions where the offer is permitted.

Except as otherwise set forth in this prospectus, neither we nor the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

This prospectus is a combined prospectus pursuant to Rule 429 under the Securities Act which relates to: (i) the offer and sale, from time to time, by the Selling Securityholders named herein of up to 404,549,456 Ordinary Shares; and (ii) the issuance by the Company of (a) up to 166,043,553 Ordinary Shares to holders of the Series A Preferred Shares upon their conversion (assuming, solely for this purpose, a $1.00 per Ordinary Share conversion price and taking into account the Accrued Value through August 14, 2029), (b) up to 190,411,788 Ordinary Shares to holders of Series A Investor Warrants upon their exercise (assuming, solely for this purpose, a $1.00 per Ordinary Share exercise price), and (c) up to 20,000,000 Ordinary Shares issuable as Earnout Shares to Eligible Equityholders and PSU Holders upon the occurrence of the Triggering Events; (i) 65,977,454 Ordinary Shares issuable upon conversion of the Series A Preferred Shares, (ii) 89,977,454 Ordinary Shares issuable upon exercise of the Series A Investor Warrants, and (iii) up to 20,000,000 Ordinary Shares issuable as Earnout Shares are currently registered and remain unsold under the Company’s registration statement on Form F-4 (File No. 333-294998), first filed with the SEC on April 10, 2026, as subsequently amended (the “F-4 Registration Statement”), which was declared effective by the SEC on July 8, 2026.

Pursuant to Rule 429 under the Securities Act, this registration statement, which is a new registration statement, also constitutes post-effective amendment no. 1 to the F-4 Registration Statement. Such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.

Unless otherwise stated or the context otherwise requires, all references in this prospectus to “Air Water,” the “Company,” “we,” “us” or “our” refer to the business of Air Water Ventures Limited, a Cayman Islands exempted company and its subsidiaries, which prior to the Transactions was the business of Air Water Ventures Holdings Limited, a Cayman Islands exempted company and its subsidiaries.

FREQUENTLY USED TERMS

Unless otherwise stated in this prospectus or the context otherwise requires:

“Accrued Value” means, with respect to any Series A Preferred Share, the aggregate amount of $1,000 together with any unpaid Arrears (as defined in the A&R Articles) in respect of that Series A Preferred Share (subject to Equitable Adjustment).

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

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

“Air Water Holdings Series A-1 Preferred Shares” means the Series A1 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water Holdings.

“Air Water Holdings Series A-2 Preferred Shares” means the Series A2 redeemable preference shares of a nominal or par value of $0.0001 per share of Air Water Holdings.

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

“Air Water Sole Shareholder” means the sole holder of such ordinary shares of Air Water being surrendered pursuant to the Business Combination Agreement.

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

“AWGs” means atmospheric water generators.

“Board” means the board of directors of the Company from time to time.

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

“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.

“Closing” means the closing of the Business Combination.

“Closing Date” means August 14, 2026, the date of the closing of the Business Combination.

“Closing PIPE Investment” means the investments contemplated by the Closing PIPE Subscription Agreement.

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

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

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

“Company Shareholder” means a holder of Ordinary Shares and Series A Preferred Shares.

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

“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 Ordinary Shares and any securities of the Company that when paired with one or more other securities of the Company or another entity entitle the holder thereof to receive Ordinary Shares.

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

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

“EBITDA” means, with respect to a particular fiscal quarter, the Company’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 the Company for a 4-quarter period, which shall be calculated by multiplying the aggregate actual quarterly EBITDA publicly reported by the Company for the Subject Quarters by two.

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

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

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

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

“General Restricted Securities” means the Ordinary Shares issued to the Sponsor or Inflection Point Insiders in exchange for Inflection Point Class A Ordinary Shares received by Sponsor or Inflection Point Insiders upon conversion of Inflection Point Class B Ordinary Shares, pursuant to the terms of the Business Combination Agreement (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“Governing 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.

“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 IPO” means the initial public offering of the Inflection Point Units pursuant to the Inflection Point IPO Prospectus, dated as of April 24, 2025, and filed with the SEC on April 25, 2025 (File No. 333-283427).

“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, dated April 24, 2025.

“Inflection Point Shareholders” means the holders of Inflection Point Class A Ordinary Shares and Inflection Point Class B Ordinary Shares.

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

“IPAM” means Inflection Point Asset Management LLC.

“Legacy Company Holders” refers, collectively, to the investors that are identified on the signature pages to the New Registration Rights Agreement.

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

“PIPE Investment” means 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-Signing PIPE Subscription Agreement, the Pre-Funded PIPE Subscription Agreement and the Closing PIPE Subscription Agreements.

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

“Pre-Funded PIPE Investment” means the investments contemplated by the Pre-Funded PIPE Subscription Agreements.

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

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

“Pre-Signing PIPE Investment” means the investment contemplated by the Pre-Signing PIPE Subscription Agreement.

“Pre-Signing PIPE Subscription Agreement” means the Pre-Signing PIPE Subscription Agreement, dated July 25, 2025, entered into between Air Water UK and IPF, pursuant to which, among other things, IPF (also referred to as the “Pre-Signing PIPE Investor”) subscribed for and purchased from Air Water UK, 607 Air Water UK Series A Shares for aggregate consideration of approximately $4 million.

“Private Placement Restricted Securities” means the Ordinary Shares issued to the Sponsor pursuant to the Business Combination Agreement in exchange for the 500,000 units consisting of one Inflection Point Class A Ordinary Share and one right to receive one-tenth of one Inflection Point Class A Ordinary Share upon Closing following the unit separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“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 the Inflection Point IPO, in a private placement concurrent with the Inflection Point IPO, for an aggregate of $7,400,000.

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

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

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

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

“Second Merger” means the merger of Air Water Holdings with and into IPCX Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), as a result of which the separate corporate existence of Air Water Holdings ceased and Merger Sub continued as the surviving company and a wholly owned direct subsidiary of Air Water. After the Second Merger, Merger Sub was renamed AWVH Limited, a Cayman Islands exempted company.

“Second Merger Effective Time” means the effective time of the Second Merger as evidenced by registration of the Second Plan of Merger by the Registrar of Companies of the Cayman Islands.

“Second Plan of Merger” means the plan of merger to be filed related to the Second Merger.

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

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

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

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

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

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

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

“Warrant Equitable Adjustment” means, in the event that the number of outstanding Ordinary Shares, as applicable, shall have been changed into a different number of shares or a different class by reason of any reclassification, subdivision, consolidation, reorganization, recapitalization, combination, exchange of shares, readjustment, or other similar transaction, or a share dividend or share distribution has been effectuated, an equitable adjustment as necessary to provide the holders of Ordinary Shares with the same economic effect as is contemplated by the Series A Investor Warrant prior to such event.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

In this prospectus, unless otherwise specified or the context otherwise requires:

•        “$,” “USD” and “U.S. dollar” each refer to the United States dollar; and

•        “AED” refers to Arab Emirates Dirham.

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.

Risk Factors

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our Ordinary Shares could decline due to any of these risks, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus. The following discussion should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the consolidated financial statements and accompanying notes thereto included in this prospectus.

Risks Related to Our Business and Our Industry

We may not be able to successfully expand our business into other geographic markets, and if we are not able to expand into new geographic markets efficiently, our business, financial condition and results of operations could be harmed.

In the United States, we believe there is a growing demand for sustainably manufactured and packaged premium water products as well as quality alternatives to single-use plastic due to multiple factors, including increasing health and environmental consciousness of consumers and on-going environmental, social and governance (ESG) efforts from companies and stakeholders in the consumer beverage industry. Accordingly, we are focused on expanding our operations within the United States. The U.S. consumer beverage market, including the premium beverage market is highly competitive. We compete with established beverage companies not only for consumer acceptance but also for retail shelf space and marketing focus by our distributors, all of whom also distribute other beverage brands. Our products compete with other premium beverages, most of which are marketed by companies with substantially greater financial resources than ours. If we are unable to access the U.S. market for any reason, or if our expansion into and consumer acceptance of our products within such market is not at the scale and speed that we intend, our business, financial condition and results of operations could be adversely affected.

We may in the future enter into long-term supply agreements that could result in insufficient inventory and negatively affect our results of operations.

We rely entirely on numerous third-party suppliers to provide us with various product components that are critical to the operation of our water farms, U.S. bottling facilities and the manufacture of our AWGs. These components include, among others, aluminum cans, glass bottles, caps and lids for our bottling facilities, and coils, condensers, electrical boards, and copper and stainless steel piping for the manufacturing of our AWGs. We enter into commercial arrangements with our suppliers for the manufacture of custom-made components that meet our proprietary design specifications. If our suppliers deliver to us components that fail to meet our standards, or if our suppliers are unable or unwilling to provide us with the contracted quantities, our results of operations could be materially and negatively impacted. We currently do not have relationships with alternate suppliers that are equipped to meet short term supply demands in the event of a disruption to an existing supply arrangement. Further, given the uniqueness of our products and manufacturing process, many of our suppliers have a limited operating history and may not have substantial capital resources, exposing us to significant counterparty risk. If any such supplier experiences financial difficulties, replacing that supplier could be difficult, time-consuming and costly. We do not know whether we will be able to maintain our relationship with our critical suppliers, or secure new long-term supply agreements.

Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand into new geographic markets which could adversely affect our growth, business, financial condition and results of operations.

Our ability to maintain and expand our existing markets for our products and to establish markets in new geographic distribution areas is dependent on our ability to establish and maintain successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas. Most of our distributors, retailers and brokers sell and distribute competing products, including non-alcoholic and alcoholic beverages, and our products may represent a small portion of their businesses. Our success depends in part on the performance of the distributors, retailers and

brokers of this network. There is a risk that the mentioned entities may not adequately perform their functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition from other beverage companies, some of which may have greater resources than we do. To the extent that our distributors, retailers and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected. Furthermore, such third parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing and sales activities.

Our ability to maintain and expand our distribution network and attract additional distributors, retailers and brokers depends on a number of factors, some of which are outside our control, including:

•        the level of demand for our brands and products in a particular distribution area;

•        our ability to price our products at levels competitive with those of competing, premium products; and

•        our ability to deliver products in the quantities and within the timeframes ordered by distributors, retailers and brokers.

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to succeed with any of these factors in a geographic distribution area could have a material adverse effect on our relationships in that area, limiting our ability to maintain or expand our market and, in turn, adversely affecting our revenues and results of operations.

Our long-term success depends, in part, on our ability to negotiate and enter into sales agreements with, and deliver our premium water products to, third-party customers on commercially viable terms. There can be no assurance that we will be successful in securing such agreements.

Our success depends on our ability to generate adequate revenue and operate profitably, which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. If we are unable to negotiate, finalize and maintain such agreements and satisfy the conditions thereto in order to enter into definitive agreements, or are only able to do so on terms that are unfavorable to us, we will not be able to generate adequate revenue, which would have a material adverse effect on our business, prospects, operating results and financial condition.

If our targeted customers do not commit to making meaningful orders, or at all, it could adversely affect our business, prospects and results of operations. Our customers may require protections, such as price reductions or similar arrangements, under which we must deliver additional products or reimburse them for losses they suffer as a result of our late delivery or failure to meet an agreed upon performance specification. Even if we do enter into new sales agreements, we may fail to deliver products in sufficient quantities to satisfy the terms of such agreements or we may incur production costs in excess of the agreed prices payable to us under such agreements. Delays in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments, resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence of any of these events could harm our business, prospects, results of operations and financial results.

Consumer preferences for our products are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected.

Our business is primarily focused on developing, manufacturing, marketing and distributing our premium water products. Consumer demand for our products, technology and systems and interest in our offerings could change based on a number of possible factors, including changes in consumer preferences, dietary habits, refreshment and nutritional habits, the impact of our supply chain on our sourcing communities, shifts in preference for various product attributes or consumer confidence, trends within consumer age groups and perceived value and quality for our products, technology and systems relative to alternatives. Consumer trends that we believe favor sales of our premium water products, technology and systems could change based on a number of possible factors. While we continually strive to improve our premium water products, technology and systems through thoughtful, innovative research and

development approaches to meet consumer needs, there can be no assurance that our efforts will be successful. If consumer demand for our products, technology and systems decreases, our business, financial condition, results of operations and cash flows may be adversely affected.

A reduction in consumer concerns about the environmental impact of plastic bottles and other packaging materials could result in reduced demand for our products and could harm our business.

Our business could be adversely affected if there is a reduction in interest or concern among our target consumers, governments and other industry stakeholders about the potentially damaging impact of the accumulation of plastic bottles and other packaging materials in the environment, particularly in the world’s waterways, lakes and oceans, and the harmful effects of inefficient or absent practices for the collection, recycling and reuse of packaging materials. In recent years, in response to environmental concerns, governmental entities in the United States and in many other jurisdictions around the world adopted regulations and policies designed to reduce plastic packaging waste, increase recycling rates, and/or recycled establish minimum recycled content requirements, and, in some cases, to restrict or prohibit the use of certain plastic containers or packaging materials. Any reduction or scaling back of these regulations and policies, whatever the scope or form, could decrease the costs and expenses of our competitors to produce their beverage products and put us at a competitive disadvantage. A reduction in consumer demand for our products and/or a decrease in our competitors’ production and distribution costs, as a result of reduced environmental concern or interest in sustainable manufacturing, packaging and distribution practices, could have an adverse effect on our business and results of operations.

Any failure by management to manage growth properly could have a material adverse effect on our business, operating results and financial condition.

We anticipate that we will experience a period of rapid growth in our operations, including in connection with the construction of our U.S.-based water farms and bottling facilities, engagement with new distribution partners and increased headcount. This growth places increasing demands on our management team and our operational and financial resources, and our success will depend in part on our ability to manage it effectively. Future growth may also place increased demands on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. Our ability to grow will depend on a number of factors, including:

•        our ability to identify and acquire new product offerings;

•        our ability to develop and scale manufacturing of existing products;

•        our ability to continue to retain and attract skilled personnel;

•        our ability to maintain or enter into new relationships with long term partners and independent contractors;

•        the results of our research and development programs;

•        our ability to successfully complete manufacturing requirements on time and within budget;

•        our access to capital; and

•        our ability to enter into sales agreements.

We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of the services currently provided by third parties.

We are subject to risks associated with changing technology, product innovation, manufacturing techniques, operational flexibility and business continuity, which could place us at a competitive disadvantage.

The successful implementation of our business strategy requires us to continue improving our existing products and air-to-water technology so that we can serve customers in our target industries at competitive prices. However, the air-to-water technology market is evolving and becoming more competitive as new companies enter it. We believe that our customers rigorously evaluate their suppliers on the basis of a number of factors, including product quality and consumer experience, price competitiveness, technical and manufacturing expertise, development and product design capability, new product innovation, reliability and timeliness of delivery, operational flexibility, customer service and

overall management. Our success will depend on our ability to continue to meet customers’ changing specifications with respect to these criteria. Our competitors may develop and apply new air-to-water technologies in order to manufacture competing products in greater volume and at a lower expense than us. As a result, we may experience increased pricing pressure on the sale of our products, reduced profit margins, increased sales and marketing expenses and encounter challenges increasing our market share. Further, we cannot ensure that we will be able to address any technological advances or efficiencies achieved by competitors, or be able to introduce new products that may be necessary to remain competitive and profitable at scale. Additionally, if we are unable to achieve widespread adoption of our water farms and bottling facilities, we may be subject to business continuity risk in the event of an unexpected loss of a material facility or operation.

We expect to incur research and development costs and to devote resources to identifying and commercializing new products and services, which could reduce our profitability and may never generate revenue.

Our future growth depends on penetrating new markets, expansion in current markets, adapting existing products to new applications, and introducing new products and services that achieve market acceptance. We plan to incur substantial research and development costs as part of our efforts to design, develop and commercialize new products and enhance our existing products and technology. Because we account for research and development costs as operating expenses, these expenditures may adversely affect our earnings in the future if revenue does not grow to adequately offset increasing research and development costs. Further, our research and development programs may not produce successful results, and our new products and services may not achieve market acceptance, generate any additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity.

Our long-term success will depend ultimately on implementing our business strategy and operational plan, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows.

Our ability to produce, market, sell, and maintain our product offerings ultimately depends on our ability to generate revenues, achieve and maintain profitability and generate positive cash flow from our operations. To date, we have not generated any profits. The economic viability of our future activities has many risks and uncertainties including, but not limited to:

•        difficulty in marketing and/or selling our products;

•        higher than expected capital costs to manufacture or ship our products;

•        lower than expected binding sales contracts;

•        delays, reductions or stoppages of our manufacturing or shipping activities;

•        delays in the availability of raw materials, including aluminum, glass, and certain minerals and electrical components;

•        shortages of adequate and skilled labor or a significant increase in labor costs;

•        the introduction of new or modifications to existing regulatory laws and regulations that we must comply with;

•        our ability to expand our business into new countries, and any regulatory, legal, personnel, technological and other difficulties that increase our expenses and/or delay our ability to become profitable in such countries; and

•        our ability to establish strategic relationships with suppliers and third parties for the manufacturing, marketing, distribution and sale of our products in existing and new markets.

Our future business activities may change as a result of any one or more of these risks and uncertainties.

We currently face and will continue to face significant competition from established companies with longer operating histories, customer incumbency advantages, access to and influence with governmental authorities, and more capital resources than we do. We could experience customers diverted to our competition, downward pricing pressures, and significant reductions to our revenue.

We compete for customers, financing partners and incentive dollars with other water creation, bottling and beverage providers. Many competing companies have longer operating histories, customer incumbency advantages, access to and influence with U.S. and foreign governments, and more capital resources than we do. Significant developments in the water creation, bottling and consumer beverage industry, or improvements in the efficiency or cost of traditional water bottling procedures, may increase pricing pressures and materially and adversely affect our business and prospects in ways we cannot anticipate. We may also face new competitors who are not currently in the market. If we fail to adapt to changing market conditions and to compete successfully with new competitors, we may limit our growth, which could adversely affect our revenue and business results.

Mergers in our industry among our current or potential competitors may adversely affect our competitive position.

There has been an increase in consolidation activity among businesses in our industry. For example, in May 2025, PepsiCo completed its acquisition of Poppi, a prebiotic soda brand; in November 2024, Primo Water Corporation, known for water dispensers, completed its merger with BlueTriton Brands, Inc., owner of bottled-water brands like Poland Spring and Deer Park; and in May 2023, Xylem Inc., a leading global water technology company, acquired Evoqua Water Technologies Corp. If this consolidation continues, it may result in resources being concentrated amongst our competitors, which could negatively impact our competitive position in the market.

We have a history of losses and may not be able to achieve or maintain profitability in the future.

We have a history of incurring net losses, and we may not achieve or maintain profitability in the future. We cannot accurately predict when or whether we will reach or maintain profitability. We expect our costs will increase over time and our operating losses will continue as we expect continued investments of significant additional funds in expanding our business, sales, and marketing activities, research and development aimed to further develop our products and services, and maintain adequate customer support, each of which we consider critical to our success. We also expect to incur additional general and administrative expenses as a result of our growth and expect our costs to increase to support our operations as a public company. Historically, our costs have increased over the years due to these factors, and we expect to continue to incur increasing costs to support our anticipated future growth. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur significant losses and may not achieve or maintain profitability. Moreover, if we do not achieve or maintain profitability, failure to do so could hinder our ability to self-fund our operations and growth without relying on external financing.

Further, we may make decisions that could adversely affect our short-term operating results if we believe those decisions will improve the experiences of our customers and if we believe such decisions will improve our operating results in the long term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits that we expect, in which case our business may be materially and adversely affected.

We may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

We expect to continue to incur operating and investing net cash outflows. The anticipated uses of such outflows include expenses incurred in connection with maintaining and acquiring customer relationships, undertaking research and development activities and the funding obligations to further advance our current product offerings. As a result, we will rely upon our access to capital markets as a source of funding for our capital and operating requirements. If we are unable to become sustainably profitable, we will require additional capital to fund our ongoing operations. However, we cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.

In order to finance our future ongoing operations and future capital needs, we will require additional funds through the issuance of additional equity or debt securities. Depending on the type and terms of any financing we pursue, shareholders’ rights and the value of their investment in our ordinary shares could be reduced. Any additional equity financing will dilute shareholdings. If the issuance of new securities results in diminished rights to holders of our ordinary shares, the market price of our ordinary shares could be negatively impacted. New or additional debt

financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:

•        adverse economic conditions, including inflationary factors and recessionary fears and ongoing geopolitical conflicts;

•        adverse general capital market conditions, including inflation, changes in monetary policy, tariffs and increased interest rates;

•        bankruptcy or financial distress of unrelated comparable companies;

•        significant decrease in the demand for our products and air-to-water technologies; or

•        adverse regulatory actions that affect our manufacturing, shipping, or products generally.

If we are unable to obtain additional financing, as needed, at competitive rates and on satisfactory terms, our ability to fund our current operations and implement our business plan and strategy will be adversely affected. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding that will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

We highly value the contributions of our senior management and key personnel, particularly our CEO and Chairman, Peter Carr, our Chief Financial Officer, David Tuerff, and our Chief Operating Officer, Ryan Bibbo. Our success continues to depend largely upon the performance of key officers, employees and consultants who have advanced us to our current stage of development and contributed to our potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where we conduct our operations. The ability to remain competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent and attracting new talent, has become increasingly important to us and our operations in the current climate. Additionally, we have not purchased any “key-man” insurance for our directors, officers or key employees and currently have no plan to do so. We may not be able to replace our senior management or key personnel with persons of equivalent expertise and experience within a reasonable period of time, or at all, if one or more of them depart, and we may incur additional expenses to recruit, train and retain replacements. Any prolonged inability to retain key individuals, or to attract and retain new talent as we grow, could have a material adverse effect upon our growth potential and prospects.

Our future performance is difficult to evaluate because we have a limited operating history.

We have a limited history operating our business at its current scale, and therefore only a limited basis upon which you can evaluate an investment decision. While there is rising demand for sustainably sourced premium water beverages, predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business.

Our financial results depend on successful marketing and sales of our premium packaged water products and project execution. Our business may be adversely affected by cost overruns, failure to meet customer schedules, failure of our subcontractors to fulfill their obligations to us, or other execution issues.

Our revenue is primarily generated from our premium packaged water, sold in aluminum cans and bottles and glass bottles. We also generate revenue through the manufacture and sales of AWGs. Further, we receive maintenance revenue and project-based revenue, including from installation and water bottling services. Anticipated project-based revenue from operations of our water farms and bottling facilities is subject to complex and lengthy negotiations with customers and installations. These projects are subject to a number of significant risks, including project delays, cost overruns, changes in scope, unanticipated site conditions, design and engineering issues, incorrect cost assumptions,

increases in the cost of materials and labor, health and safety hazards, third party performance issues, weather issues and changes in laws or permitting requirements. If we are unable to manage these risks, we may incur higher costs, liquidated damages, and other liabilities, which may decrease our profitability, have a material adverse effect on our financial performance and harm our reputation.

Damage to our reputation or brand image can adversely affect our business.

Maintaining a positive reputation globally is critical to selling our products. Our reputation or brand image could be adversely affected by a variety of factors, including: any failure by us or our business partners to maintain high ethical, business and environmental, social and governance practices, including with respect to human rights, child labor laws, equity and inclusion, workplace conditions and employee health and safety; any failure, or perception of a failure, to achieve our standards, including with respect to the health profile of our products, packaging, water use and our impact on the environment; any failure to address health or other concerns about our products; our research and development efforts; any product quality or safety issues, including the recall of any of our products; any failure to comply with laws and regulations; consumer perception of our advertising campaigns, sponsorship arrangements, marketing programs, use of social media and any response to political and social issues or catastrophic events; or any failure to effectively respond to negative or inaccurate comments about us on social media or otherwise regarding any of the foregoing. Damage to our reputation or brand image could decrease demand for our products, thereby adversely affecting our business.

Our sales and profitability may be impacted by, and we may incur liabilities as a result of, warranty claims, product defects, recalls, improper use of our products, or our failure to meet performance guarantees or customer safety standards, or treat emerging contaminants.

We plan to begin the production and sale of AWGs in the United States to retailers, commercial and industrial customers, and government agencies. In connection with the sale of AWG to customers, we may be exposed to various risks, such as manufacturing or design defects in our products or unanticipated or the improper use of our products by our customers which could create product safety, regulatory or other risks, including personal injury, death, or property damage. These events could lead to recalls or safety alerts relating to our products, resulting in the removal of a product from the market or result in product liability claims being brought against us. Any recalls, removals, or product liability claims could result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, it is generally our responsibility to service the equipment we provide our customers throughout the duration of our contract with such customers, and our customers may be required to maintain insurance covering loss, damage or injury caused by our equipment. However, we are not able to monitor our customers’ use or maintenance of their AWGs or their compliance with our contracts or usage instructions. Customers’ failure to properly use, maintain or safeguard their equipment or customers’ noncompliance with insurance requirements may reflect poorly on us as the provider of such equipment and, as a result, damage our reputation.

Risks Related to Legal, Compliance and Regulations

The legal and regulatory environment in the jurisdictions in which we operate, changes thereto and our ability to comply with the same could negatively affect our results of operations, adversely affect demand for our products and services or result in litigation.

As a producer and distributor of premium water products, we must comply with various federal, state, provincial, local, and foreign laws relating to the extraction, production, packaging, quality, labeling, and distribution of our products. We are also subject to various federal, state, provincial, local, and foreign environmental and health and safety laws and regulations, including those governing our workplaces and locations where our products are distributed. Our products must meet U.S. Food and Drug Administration (“FDA”) or parallel foreign requirements of safety for human consumption, labeling, processing, and distribution under sanitary conditions and production in accordance with FDA’s current “good manufacturing practices.”

As a company with operations in the UAE, we may also encounter difficulties associated with managing an organization that operates in multiple countries, including complying with differing laws and regulations (such as the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act of 2010 and local laws prohibiting payments to government officials and other corrupt practices, tax laws, regulations and rates), enforcing agreements, and collecting receivables through foreign legal systems. Although we have implemented policies and procedures designed to ensure compliance with these laws, there can be no assurance that our employees, distributors, retailers, brokers, contractors, and agents will not take actions in violation of our policies, particularly as we expand our operations through organic growth. Any such violations could subject us to civil or criminal penalties, including material fines or prohibitions on our ability to offer our products in one or more countries, and could also materially damage our reputation, brand, international expansion efforts, business, and operating results. Additional risks include the potential for restrictive actions by foreign governments, changes in economic conditions in each market, foreign customers who may have longer payment cycles than customers in the United States, the impact of economic, political, and social instability of those countries in which we operate and acts of nature, such as typhoons, tsunamis, or earthquakes. The overall volatility of the economic environment has increased the risk of disruption and losses resulting from inflation, currency devaluation, and tax or regulatory changes in certain countries in which we have operations.

We strive to maintain all permits or approvals required to conduct our business, but we are not able to guarantee we will receive, or will be able to maintain, such approvals in the future or to gain approval necessary to extract or distribute our water products, or otherwise conduct our business. The laws and regulations applicable to us are complex and may change as a result of political, economic, or social events or become more stringent over time. Such regulatory changes may include changes in food and drug laws, laws related to advertising and how we may market our products, accounting standards, taxation requirements, our effective tax rate, competition laws, and environmental laws. Changes in laws, regulations, or government policy and related interpretations may alter the environment in which we do business and create increased costs of compliance with current and future environmental laws and regulations, which may negatively affect our results of operations or increase our costs or liabilities.

We conduct business in markets with high-risk legal compliance environments, which exposes us to increased legal and reputational risk.

We sell our premium water products and have water farms, bottling plants and other business operations in markets with high-risk legal compliance environments. Our policies and procedures require strict compliance by our employees and agents with all United States and local laws and regulations and consent orders applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless, our policies, procedures and related training programs may not always ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation in the United States and internationally or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines as well as disgorgement of profits.

Failure by suppliers or co-packers to comply with applicable laws and regulations, or with specifications and other requirements for our products, may adversely impact our business.

We rely on our raw material suppliers and co-packers for compliance with applicable legal and regulatory requirements. If our raw material suppliers or co-packers fail to comply with applicable federal, state, and local requirements it could materially adversely impact our business. For example, failure of our co-packers to comply with applicable Current Good Manufacturing Practices (CGMP) requirements could necessitate a product recall, cause us to be subject to regulatory enforcement action, or lead to private litigation against us.

We also rely on our suppliers and co-packers to provide us with custom-made products that comply with our proprietary design, specifications and other applicable requirements. If they fail to do so, or if our raw material suppliers fail to supply us with material that complies with applicable proprietary design or other specifications, it could lead to supply chain disruptions, inability to satisfy the terms of commercial arrangements entered into with our customers, damage to our reputation, or otherwise materially adversely impact our business. It could also result in the inability of our co-packers to manufacture and package products for us or inability of the raw material suppliers to continue to supply to us critical components for the production of our products, which could result in supply disruption or increased cost of product. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We are subject to environmental, health and safety laws and regulations, and labor laws in multiple jurisdictions, which impose substantial compliance requirements on our operations. Our operating costs could be significantly increased in order to comply with new or stricter regulatory standards imposed by any governmental agency in which we operate.

Our operations, products and services are governed by various environmental protection and health and safety laws and regulations, including, without limitation, the regulations promulgated by the Abu Dhabi Agriculture and Food Safety Authority (ADAFSA) and the Dubai Municipality. As our operations expand in the United States and elsewhere, we will be subject to new regulations such as the federal Safe Drinking Water Act, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide, and Rodenticide Act in the United States, the Restriction of Hazardous Substances (RoHS) Directive, and the Registration, Evaluation and Authorization of Chemicals (REACH) Directive in Europe, and similar local laws and regulations and permits issued under these laws by the environmental and health and safety regulatory agencies in the jurisdictions where we do business. The aforementioned laws and regulations establish, among other things, criteria and standards for drinking water, discharge of certain waste, the proper management of hazardous and non-hazardous solid waste and protection of public and worker health and safety. Pursuant to these laws, we are or would be required to obtain various environmental permits from environmental regulatory agencies for our operations. We cannot provide any assurance that our operations, products, or services will be at all times in total compliance with these laws, regulations and permits or that we will be able to obtain or renew all required permits. In particular, we face increasing complexity in our operations as we adjust to new and future requirements relating to water quality, the composition of our other products, their safe use, the energy consumption associated with our operations, and climate change laws and regulations. If we violate or fail to comply with these laws, regulations or permits, we could be fined or otherwise sanctioned by regulators and be subject to lawsuits, civil or criminal, seeking enforcement and/or injunctive relief. We may also be subject to civil claims by citizens groups seeking to enforce environmental laws. In the event of an accident or if we otherwise fail to comply with applicable regulations, we could lose our permits or approvals and/or be held liable for damages and monetary penalties.

Environmental laws and regulations are complex and change frequently. These laws, and the enforcement thereof, have tended to become more stringent over time. It is possible that new standards could be imposed, either stricter or more lenient than existing standards, which could result in the obsolescence of our products or lead to an interruption or suspension of our operations and have a material adverse effect on the productivity and profitability of a particular manufacturing facility, service, or product that we rely upon or on us as a whole.

Delays in enactment or repeals of environmental laws and regulations may make our products, services, and solutions unnecessary or less economically beneficial to our customers, adversely affecting demand for our products, services, and solutions.

Certain of our products, services and solutions may assist various industries and municipalities in meeting stringent environmental and safety requirements enacted for the purpose of making water cleaner and safer. Our future growth is dependent in part on the impact and timing of potential new water laws and regulations, as well as potential changes to existing laws and regulations. If stricter laws or regulations are delayed or are not enacted, or repealed or amended to be less strict, or enacted with prolonged phase-in periods, or not enforced, demand for our products and services may be reduced. We are currently unable to predict whether changes to statutes and rules will affect demand for our products and services. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations or prospects.

Our businesses require numerous permits, licenses, franchises and other approvals from various governmental agencies, and the failure to obtain or maintain any of them, or lengthy delays in obtaining them, could materially and adversely affect us.

Our businesses require numerous permits, licenses, rights-of-way, franchises, certificates and other approvals from U.S. and foreign governmental agencies. These approvals may not be granted in a timely manner or at all or may be modified, rescinded or fail to be extended for a variety of reasons. Obtaining or maintaining these approvals could result in higher costs or the imposition of conditions or restrictions on our operations. If one or more of these approvals were to be suspended, rescinded or otherwise terminated, including due to expiration or legal or regulatory changes, or modified in a manner that makes our continued operation of the applicable business prohibitively expensive or

otherwise undesirable or impossible, we may be required to adjust or temporarily or permanently cease certain of our operations, sell the associated assets or remove them from service and/or construct new assets intended to bypass the impacted area, in which case we may lose some of our revenue-generating assets, our development projects may be negatively affected and we may incur impairment charges or other costs that may not be recoverable. The occurrence of any of these events could materially and adversely affect our results of operations, financial condition, cash flows and/or prospects.

We may invest funds in capital projects prior to receiving all regulatory approvals. If there is a delay in obtaining these approvals; if any approval is conditioned on changes or other requirements that increase costs or impose restrictions on our existing or planned operations; if we fail to obtain or maintain these approvals or comply with them or other applicable laws or regulations; if we are involved in litigation that adversely affects any approval or rights to the applicable property or assets; or if management decides not to proceed with a project, we may be unable to recover any or all amounts invested in that project. Any such occurrence could cause our costs to materially increase, result in material impairments, and otherwise materially and adversely affect our results of operations, financial condition, cash flows and/or prospects.

Advertising inaccuracies and product mislabeling may have an adverse effect on our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Certain of our products are advertised with claims as to their origin, ingredients or health, wellness, environmental or other potential benefits, including, by way of example, the use of the terms “natural”, “organic”, “clean”, “pure”, “no added sugars”, “non-toxic”, “microplastic free”, “sustainable”, “eco-friendly”, or similar synonyms or implied statements relating to such benefits. Although the FDA and the USDA each have issued statements and adopted policies regarding the appropriate use of the word “natural”, there is no single, universal definition of the term “natural” for various categories we sell, which is true for many other adjectives common in the healthy or sustainable products industry. The resulting uncertainty has led to consumer confusion, distrust and legal challenges.

In addition, the FDA has consistently enforced its regulations with respect to nutrient content claims, unauthorized health claims (claims that characterize the relationship between a food or food ingredient and a disease or health condition) and other claims that impermissibly suggest therapeutic benefits of certain foods or food components, or that misrepresent or improperly characterize the nutrient content in conventional food products.

Moreover, the FTC has articulated a robust substantiation standard for health claims on foods and dietary supplements and has pursued investigations and litigation against companies where the FTC has concern that the claims being made are not properly substantiated. Examples of causes of action that may be asserted in a consumer class action lawsuit include fraud, unfair trade practices and breach of state consumer protection statutes. The FTC and/or state attorney generals may bring legal action that seeks the removal of a product from the marketplace and imposes fines and penalties. Further, consumer class action false advertising litigation relating to terms such as “natural”, “non-toxic”, “non-GMO”, and other claims remain a persistent threat in our industry. Even when unmerited, class action claims, action by the FTC or state attorneys general enforcement actions can be expensive to defend and adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image, which could have a material and adverse effect on our business, financial condition, results of operations or cash flows.

The USDA enforces federal standards for organic production and use of the term “organic” on product labeling. These laws prohibit a company from selling or labeling products as organic unless they are produced and handled in accordance with the applicable federal law. By definition, organic products are not genetically modified or do not include genetically modified (bioengineered) ingredients. We use suppliers and manufacturing partners who can certify that they meet the standards needed for each applicable product or ingredient specification. Our failure, or failure on the part of our suppliers or manufacturing partners to comply with these product or ingredient specifications, to maintain appropriate certifications, or to label organic products in compliance with federal or state laws, may subject us to liability or regulatory enforcement. Consumers may also pursue state law claims as to our labelling practices on this and other matters, challenging our labels as being intentionally mislabeled or misleading or deceptive to consumers. The cost of defending or settling these suits may be material to our business.

The regulatory environment in which we operate could also change significantly and adversely in the future. New or changing regulations could impact the way consumers view our products, such as potential new labeling regulations or enforcement of a standard of identity for terms used to market our products that would require us to list certain ingredients by specific names that could confuse our consumers into thinking we may use different types of ingredients than they originally thought or that the quality of our ingredients is different to what they anticipated.

Failure to comply with laws and regulations applicable to our business can adversely affect our business.

The conduct of our business is subject to numerous laws and regulations relating to the production, processing, storage, distribution, sale, display, advertising, marketing, labeling, content (including whether a product contains genetically engineered ingredients), quality, safety, transportation, supply chain (including human rights), traceability, sourcing (including pesticide use), packaging, disposal, recycling and use of our products or raw materials, employment and occupational health and safety, environmental, social and governance matters and reporting (including climate change), and data privacy and protection. In addition, in many jurisdictions, compliance with competition and antitrust laws is of special importance to us due to our competitive position, as is compliance with anti-corruption laws. The imposition of new laws, changes in laws or regulatory requirements or changing interpretations thereof, changes in the enforcement priorities of regulators, and differing or competing regulations and standards across the markets where our products or raw materials are made, manufactured, distributed or sold, have in the past and could continue to result in higher compliance costs, capital expenditures and higher production costs, or make it necessary for us to reformulate certain of our products, resulting in adverse effects on our business. For example, increasing governmental and societal attention to environmental, social and governance matters have resulted and could continue to result in new laws or regulatory requirements, including expanded disclosure requirements that are expected to continue to expand the nature, scope and complexity of matters on which we are required to report. In addition, the entry into new markets or categories has resulted in and could continue to result in our business being subject to additional regulations resulting in higher compliance costs. If one jurisdiction imposes or proposes to impose new laws or regulations that impact the manufacture, distribution or sale of our products, other jurisdictions may follow. Failure to comply with such laws or regulations (or allegations thereof) can subject us to criminal or civil investigations or enforcement actions, including voluntary and involuntary document requests, fines, injunctions, product recalls, penalties, disgorgement of profits or activity restrictions, all of which can adversely affect our business.

Any failure by us to comply with the anti-corruption, anti-bribery, privacy/personal data, consumer protection, environmental and similar laws could result in legal penalties and fines, and/or negatively impact our reputation and results of operations.

We are required to comply with anti-corruption laws and regulations imposed by governments with jurisdiction over our operations, which may include the FCPA, as well as other laws of the countries where we do business. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. The FCPA and other applicable laws prohibit us and our officers, directors, employees and third-party business partners, representatives and agents acting on our behalf from corruptly offering, promising, authorizing or providing anything of value to government officials for the purposes of influencing the government official or official decisions, obtaining or retaining business or otherwise obtaining favorable treatment.

In terms of the risks posed by government officials in particular, we are subject to the jurisdiction of various governments and regulatory agencies, which may bring our personnel and third-party business partners, representatives and agents acting on our behalf into contact with government officials responsible for, among other things, issuing or renewing permits, licenses or approvals or enforcing government regulations. In addition, our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant penalties, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive.

We are reviewing existing policies and are developing updated policies and procedures to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our personnel or business partners, representatives and agents acting on our behalf. Any such violation could adversely affect our reputation, business, financial condition and results of operations.

Under applicable anti-bribery and anti-corruption laws, we could be held liable for acts committed by third-party business partners, representatives and agents who act on our behalf. The Company and its third-party business partners, representatives and agents may have direct or indirect interactions with government officials and employees of state-owned or affiliated entities, and we are subject to the risk that the Company could be held liable for the corrupt or other illegal activities of these third-party business partners, representatives and agents and their respective employees, representatives, contractors, subcontractors and agents, even if the Company does not authorize such activities.

Uncertainties in the interpretation and application of existing, new, and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate.

Many of the tax laws to which we are subject or under which we operate are unsettled and may be subject to significant change. The issuance of additional guidance related to existing or future tax laws, or changes to tax laws or regulations proposed or implemented by the current or a future U.S. presidential administration, Congress, or taxing authorities in other jurisdictions, including jurisdictions outside of the United States, could materially affect our tax obligations and effective tax rate. For example, the Organisation for Economic Cooperation and Development (the “OECD”) has announced an accord commonly referred to as “Pillar Two” to set a minimum global corporate tax rate of 15%, which is being or may be implemented in many jurisdictions, including the United States. The OECD is also issuing guidelines that are different, in some respects, than current international tax principles. If countries amend their tax laws to adopt all or part of the OECD guidelines, this may increase tax uncertainty and increase taxes that we are required to pay. We cannot predict whether the U.S. Congress or any other governmental body, whether in the United States or in other jurisdictions, will enact new tax legislation (including increases to tax rates), whether the U.S. IRS or any other tax authority will issue new regulations or other guidance, whether the OECD or any other intergovernmental organization will publish any guidelines on global taxation or whether member states will implement such guidelines, nor can we predict what effect such legislation, regulations or international guidelines might have. To the extent that such changes have a negative impact on us, including as a result of related uncertainty, these changes may adversely impact our business, financial condition, results of operations, and cash flows.

The amount of taxes we pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our business activities, tax rates, new or revised tax laws, or interpretations of tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.

As a private company, we have not been required to document and test our internal controls over financial reporting, nor has our management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. Failure to maintain adequate financial, information technology and management processes and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies, which could lead to errors in our financial reporting and adversely affect our business.

Prior to the Business Combination, we operated as a private company. As a result, we have not been required to document and test our internal controls over financial reporting, nor has our management been required to certify the effectiveness of our internal controls and our auditors have not been required to opine on the effectiveness of our internal control over financial reporting. We currently do not have an internal audit function and do not have formalized processes to implement review controls within our internal control over financial reporting.

We are required to comply with certain provisions of the Sarbanes-Oxley Act, including Section 404(a). The rules governing the standards that must be met for management to assess internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We have not historically had to

comply with all of these rules and to comply with the Sarbanes-Oxley Act, the requirements of being a reporting company under the Exchange Act and any complex accounting rules in the future, we may need to upgrade our legacy information technology systems, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. If we are unable to hire the additional accounting and financial staff necessary to comply with these requirements, we may need to retain additional outside consultants. If we or, if required, our independent registered public accounting firm, are unable to conclude that our internal controls over financial reporting are effective, investors may lose confidence in our financial reporting, which could negatively impact the price of our securities.

In connection with the preparation and audit of the consolidated financial statements of Air Water Holdings as of and for the years ended December 31, 2025 and 2024, material weaknesses were identified in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified were as a result of:

•        a lack of sufficient resources with requisite financial reporting knowledge and experience;

•        a lack of sufficient entity level controls and sufficiently designed internal controls and financial reporting policies and procedures including segregation of duties that are commensurate with financial reporting requirements;

•        a lack of effective controls over purchase to pay process including those related to cut-off procedures; and

•        a lack of design and operating effectiveness of information technology general controls for information systems that are relevant to the preparation of our consolidated financial statements.

We are actively undertaking remediation efforts to address the material weaknesses. However, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our issued securities, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange, regulatory investigations and civil or criminal sanctions. We may also be required to restate our consolidated financial statements from prior periods.

Increased scrutiny and changing expectations from investors regarding environmental, social and governance considerations may result in the decrease of the trading price of our securities.

Companies across all industries are facing increased scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and have placed increased importance on the implications and social cost of their investments. The increased focus may hinder access to capital, as investors and lenders may decide to reallocate capital as a result of their assessment of a company’s ESG practices. Reduced access to capital could hinder our growth. Companies that do not adapt to or comply with investor and lender expectations and standards, which are evolving, may suffer from reputational damage and their business, financial condition and stock price may be adversely affected.

Economic and External Risks

The occurrence of significant events against which we may not be fully insured could have a material adverse effect on our business, financial condition and results of operations.

Although we have an insurance program, we may become subject to liability for pollution, occupational illness or other hazards against which we have not been insured, cannot insure or are insufficiently insured. Our existing insurance policies contain specific exclusions and limitations on coverage. Should we suffer a major loss, which is insufficiently covered, future earnings could be affected. In addition, certain classes of insurance may not continue to be available at economically acceptable premiums. As a result, in the future, our insurance coverage may not fully cover the extent of claims against it or any cross-claims made.

Our business may be adversely affected by force majeure events outside our control, including labor unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions. For example, a hurricane or tropical storm could cause major damage to our facilities, equipment and properties and adversely affect our supply chain and operations.

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics, have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disasters and health crises could exacerbate political, social and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on our operating performance. For example, a hurricane or tropical storm could significantly disrupt the delivery of our manufacturing equipment to commercial partners and the ability of our distributors to complete shipments of our products to customers. Additionally, similar natural disasters or events could interrupt the transmission of electricity needed to power our manufacturing operations. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional and local economies and increase the difficulty of modeling market conditions, potentially reducing the accuracy of our financial projections. Under these circumstances, we may have difficulty achieving our objectives which may adversely affect performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of business partners, sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment and other factors affecting our value. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted.

In addition to the macroeconomic effects potentially caused by the aforementioned force majeure events, our products may not function properly if the surrounding air contains large amounts of debris. For example, products installed outdoors may not produce water at typical levels during heavy and prolonged sandstorms. Exterior placement in geographic locations prone to sandstorms, such as the Middle East, may increase malfunctions or maintenance costs. Impacts from these events could have significant impact on our performance, resulting in losses.

Inflation has increased our operating costs, and we expect to continue to experience inflationary conditions.

During the year ended December 31, 2025, the cost of certain commodities and materials used in our operations, including resins, metals, and electronic components, and the cost of labor, energy, fuel, transportation, and other resources necessary to operate our business, increased. We expect to continue experiencing inflationary conditions in the year ending December 31, 2026. Volatility in the market price and availability of raw materials and other inputs directly impacts the cost of operating our business, as well as broader macroeconomic, political or geopolitical conditions. We have taken actions to mitigate the impact of these cost increases through price increases, cost savings projects, and sourcing decisions. Although strategies exist to offset increased material costs through pricing initiatives, inflationary pressures have limited, and are expected to continue to limit, our ability to achieve margin expansion. Failure to offset cost increases adversely affects our gross profit, gross margin, and operating profit. Although price increases did not materially decrease demand for our products in fiscal year 2025, continued price increases to offset these costs could cause our customers to defer procurement of our products, solutions, and services or to buy from lower priced competitors, which could have an adverse effect on our revenues. In addition, many of our contracts are long-term in nature, and our failure to accurately project operating costs or negotiate or enforce price escalation provisions in our long-term contracts could have an adverse effect on our business, financial condition, and results of operations.

Unfavorable general economic and geopolitical conditions could adversely affect our business, financial condition and results of operations.

Our business may be adversely affected by changes in global economic conditions, including global inflationary pressures, prevailing interest rates, credit market conditions, increased unemployment, levels of consumer and business confidence, bank failures, commodity (including energy) prices and supply, a recession or economic slowdown, trade policies, foreign currency exchange rates, changing policy positions or priorities, governmental rules and approaches to taxation, levels of government spending and deficits, and actual or anticipated default on sovereign debt. Certain of the jurisdictions in which our products are sold have experienced, and could continue to experience, unfavorable

changes in economic conditions, which could negatively affect the affordability of, and consumer demand for, our premium water products. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products or by shifting away from our beverages to lower-priced products offered by other companies, including private-label brands, which could reduce our profitability and negatively affect our overall financial performance. Additionally, other financial uncertainties in our major markets and unstable geopolitical conditions or events in certain markets, including international conflicts, civil unrest, acts of war, terrorism, governmental changes, or changes in international relations, could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

Our assets and operations could be subject to extensive property damage, business disruption, loss in value, nationalization, and expropriation as a result of geopolitical conflicts, acts of terrorism, war, and piracy, as well as any sanctions or embargoes resulting from these events. These events can disrupt trade flows, damage infrastructure, limit access to raw materials, reduce customer demand, or impede our ability to operate facilities or transport products or equipment. For example, our UAE-based operations and assets are exposed to heightened risks from the ongoing conflict between the United States and Iran. More specifically, the U.S. and Israeli strikes on Iran, and retaliatory strikes by Iran on, among others, Israel, Saudi Arabia, and the UAE, and the resulting measures that have been taken, and could be taken in the future, by the North Atlantic Treaty Organization, the U.S., the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. This conflict could disrupt our manufacturing operations, including through damage to facilities, workforce dislocation, or interruptions in utilities or critical infrastructure, impair our ability to source raw materials or transport finished goods due to port closures, airspace restrictions, or disruptions to key shipping routes (including the Strait of Hormuz), or delay or prevent our ability to relocate manufacturing and production facilities in response to changing conditions. The UAE has experienced the adverse effects of direct military action due to this conflict, and there can be no assurance that further escalation will not occur and how and to what extent our UAE-based operations will be impacted by this ongoing conflict. The adverse effects of these and other adverse conditions could have a material adverse effect on our business, financial condition and results of operations and the wider global economy and market conditions.

Turmoil in the banking industry may negatively impact our business, results of operations and financial condition.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, the March 2023 failures of Silicon Valley Bank and Signature Bank, liquidity issues at Credit Suisse, government responses and resulting investor concerns regarding the United States or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, making it more difficult for us to acquire financing on acceptable terms or at all. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely affect our ability to meet our operating expenses have a material adverse effect on our financial condition, as well as our ability to continue to grow our operations.

Risks Related to Intellectual Property and Technology

Our patent applications may not result in issued patents, and any issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent application we have filed, or patent applications we may file, will result in patents being issued, or that any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued in other regions. Furthermore, even if these patent applications are accepted and the associated patents issued, some foreign countries provide significantly less effective patent enforcement than in the United States.

In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, and operating results.

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

We own trademarks, trade secrets and other intellectual property, which in aggregate are important to our business. The intellectual property rights that we have and may obtain, however, may not provide our products and services with a significant competitive advantage because our rights may not be sufficiently broad or may be challenged or invalidated. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property, or detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights could materially and adversely affect our business, financial condition, results of operations or prospects. Any dispute or litigation regarding intellectual property could be costly and time consuming due to the complexity and the uncertainty of intellectual property litigation. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of infringement or misappropriation. We may incur significant costs and diversion of management attention and resources as a result of such claims of infringement or misappropriation, and we or our suppliers or subcontractors could lose rights to significant or disruptive technologies, be unable to license technology, provide or sell products or services, or be required to pay substantial damages or license fees with respect to the infringed rights or be required to redesign, rework, reprogram, or replace our or our customers’ products, subcomponents, software, or systems, or recast our valuable brands at substantial cost, any of which could materially and adversely affect our competitive position, financial condition and results of operations even if we successfully defend against such claims of infringement or misappropriation.

We may need to defend ourselves against claims that we infringe, have misappropriated, or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that they may in the future believe are infringed by our products. From time to time in the future, we may become subject to claims related to intellectual property and companies holding patents or other intellectual property rights allegedly relating to our technologies could, in the future, make claims or bring suits alleging infringement, misappropriation or other violations of such rights, or otherwise asserting their rights and seeking licenses or injunctions. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third-party’s intellectual property rights, we may be required to do one or more of the following:

•        cease selling products that incorporate the challenged intellectual property;

•        pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);

•        obtain a license from the holder of the intellectual property right, which license may not be available on reasonable terms or at all; or

•        redesign our products or services, which may not be possible or cost-effective.

Any of the foregoing could adversely affect our business, financial condition and operating results. In addition, any litigation or claims, whether or not valid, could adversely affect our reputation, result in substantial costs, and divert resources and management attention.

We also incorporate components supplied by third parties into our hardware. We may face claims that our use of such technology or components infringes or otherwise violates the rights of others, which would subject us to the risks described above. We may seek indemnification from our licensors or suppliers under our contracts with them, but our rights to indemnification or our suppliers’ resources may be unavailable or insufficient to cover our costs and losses.

Cyberattacks or a failure in our information technology and data security infrastructure could adversely affect our business and operations.

We rely upon the capacity, reliability and security of our Information Technology (“IT”) and data security infrastructure and our ability to expand and continually update this infrastructure in response to the changing needs of our business. Our existing IT systems and any new IT systems we utilize may not perform as expected. If we experience a problem with the functioning of an important IT system or a security breach of our IT systems, including during system upgrades or new system implementations, the resulting disruptions could adversely affect our business.

Despite our implementation of reasonable security measures, our IT systems, like those of other companies, are vulnerable to damages from computer viruses, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, human error, unauthorized access, physical or electronic security breaches, cyberattacks (including malicious and destructive code, phishing attacks, ransomware, and denial of service attacks), and other similar disruptions that may have a material effect on our business or financial results. Such attacks or security breaches may be perpetrated by bad actors internally or externally (including computer hackers, persons involved with organized crime, or foreign state or foreign state-supported actors). Cybersecurity threat actors employ a wide variety of methods and techniques that are constantly evolving, increasingly sophisticated, and difficult to detect and successfully defend against. Additionally, our vendors, who have access to our IT systems or provide us software or services that we use in running the business (e.g., cloud-based service providers), may have unidentified or unremediated vulnerabilities that can permit cybersecurity threat actors to breach our defenses and security measures. Any future incidents could expose us to claims, litigation, regulatory or other governmental investigations, administrative fines and potential liability. Any system failure or security breach could result in disruptions to our operations. A material network breach in the security of our IT systems could include the theft of our trade secrets, customer information, human resources information or other confidential data, including, but not limited to, personal information. A breach in the security of our connected products could lead to a disruption in service, remediation costs, loss of reputation, and loss of sales and revenue. Although past incidents have not had a material effect on our business operations or financial performance, to the extent that any disruptions or security breach results in a loss or damage to our data, or an inappropriate disclosure of confidential, proprietary or customer information, it could cause significant damage to our reputation, affect our relationships with our customers and strategic partners, lead to claims against us from governments and private plaintiffs, and adversely affect our business. In the event of a breach of our IT systems, depending on the severity or type, our insurance policy may be insufficient to cover our financial loss. As we continue to strive to protect our IT systems and the data thereon, such efforts may increase our overall costs which may include hiring additional personnel, increased cyber liability insurance premiums and coverage, and third party service providers. Our Board is responsible for overseeing management’s identification, monitoring, and management of risk. In particular, our Board, through its audit committee, is responsible for oversight of cybersecurity risks, including with respect to the Company’s supply chain, suppliers, and service providers, and our management is responsible for day-to-day risk management processes. Our Board, through its audit committee, receives reports from management on material cybersecurity risks and the degree of the Company’s exposure to those risks. Management has worked, and expects to continue to work, with third-party service providers, as appropriate, to monitor and, as appropriate, respond to cybersecurity risks. However, we cannot guarantee that these risk management processes will be effective at mitigating the risk to our information technology systems. Despite our efforts to develop and implement appropriate cybersecurity controls, policies and practices, our cybersecurity program may not be sufficient to thwart all security incidents and cyberattacks.

Many governments have enacted laws requiring companies to provide notice of cyber incidents involving certain types of data, including personal information. If an actual or perceived cybersecurity breach of security measures, unauthorized access to our system or the systems of the third-party vendors that we rely upon, or any other cybersecurity threat occurs, we may incur liability, costs, or damages, contract termination, our reputation may be compromised, our ability to attract new customers could be negatively affected, and our business, financial condition, and results of operations could be materially and adversely affected. Any compromise of our security could also result in a violation of applicable domestic and foreign security, privacy or data protection, consumer and other laws, regulatory or other governmental investigations, enforcement actions, and legal and financial exposure, including potential contractual liability. In addition, we may be required to incur significant costs to protect against and remediate damage caused by these disruptions or security breaches in the future.

We collect and store data that is sensitive to us and our employees, customers, dealers and suppliers, which may include personal information. Many governments have enacted laws governing the privacy of consumers in their respective jurisdictions, such laws include, but are not limited to, the EU General Data Protection Regulation and China’s Personal Information Protection Law. The scope of data privacy laws that may be applicable to us is ever-evolving and may be conflicting, especially as we expand into new jurisdictions. For example, to the extent that we undertake sales in the United States, at least 18 states have passed comprehensive privacy laws, similar to the California Consumer Privacy Act, as amended by the California Privacy Rights Act, which are effective or will be in the near future that impose significant obligations on businesses relating to the collection and processing of personal information, and grant consumers and employees various rights to access and control such personal information. In addition, our marketing and advertising efforts may be restricted under certain laws limiting marketing activity using certain mediums such as email and telephone lines, and advertising activity involving the use of webpage identifiers to track users across websites. These evolving legal and operational requirements could impose significant costs of compliance that are likely to increase over time. The failure to comply with applicable data privacy laws could lead to claims, litigation, regulatory or other governmental investigations, administrative fines and potential liability.

Risks Related to Being a Public Company

Our management team has limited experience managing a public company, and the additional requirements for public companies may strain resources and divert management’s attention.

The individuals who constitute our management have not previously managed our business, or in some cases any business, as a publicly traded company. Compliance with public company requirements places significant additional demands on management and will require them to enhance investor relations, legal, financial reporting and corporate communications functions. Our management is required to devote substantial time to maintaining and improving our internal controls over financial reporting and the requirements of being a public company. These additional efforts may strain resources and divert management’s attention from other business concerns and affect our ability to accurately report our financial results and prevent fraud, which could adversely affect our business and profitability.

We may be unable to satisfy Nasdaq’s listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

In connection with the Business Combination, we applied for the listing of our Ordinary Shares on Nasdaq, and our Ordinary Shares commenced trading on Nasdaq under the ticker “WATR” on August 20, 2026. We are required to meet Nasdaq’s continued listing requirements and may be unable to meet those requirements. Although our securities are listed on Nasdaq as of the date of this registration statement, we may be unable to maintain the listing of our securities in the future.

If we fail to meet Nasdaq’s continued listing requirements and our securities are delisted, we could face significant material adverse consequences, including:

•        limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that our Ordinary Shares are a “penny stock” which will require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage for us; and

•        a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

As a privately held company, Air Water Holdings was not required to comply with many corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, new and

changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, have increased the costs and the time that must be devoted to compliance matters. We expect these rules and regulations will continue to increase our legal and financial costs and lead to a diversion of management time and attention from revenue-generating activities.

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may fluctuate significantly due to the market’s reaction to the Business Combination as well as general market and economic conditions. An active trading market for our securities following the Business Combination may never develop or, if it develops, it may not be sustained, which could have a material adverse effect on the liquidity and price of our securities.

We could be a target of securities class action and derivative lawsuits, which could result in substantial costs.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have from time to time been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.

If securities or industry analysts do not publish research about us at all or publish inaccurate or unfavorable research about us or our business, the market price and/or the trading volume of our Ordinary Shares could decline.

The trading market for our Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If no or few securities or industry analysts cover us, then the market price for our Ordinary Shares could be adversely affected. If one or more of the analysts who cover us downgrade a recommendation with regard to our Ordinary Shares, publish inaccurate or unfavorable research about us or our business, cease to cover us or fail to publish reports on it regularly, the market price and/or the trading volume of our Ordinary Shares could decline.

Risks Related to Our Securities

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for our shareholders to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles of association; the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders or investors in our shares to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal, are generally of persuasive authority, but are not binding on a court in the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a federal court of the United States.

As shareholders of a Cayman Islands exempted company, you have no general rights under Cayman Islands law to inspect our corporate records (other than our memorandum and articles of association, our register of mortgages and charges, and special resolutions of our shareholders) or to obtain copies of our register of members. Our directors

have discretion under our amended and restated articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

There is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce against us judgments of courts of the United States obtained against us or our directors or officers predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States, or (ii) in original actions brought in the Cayman Islands, impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment: (i) must be final and conclusive, (ii) must be given by a foreign court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and (iii) must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our Board or our controlling shareholders than they would as public shareholders of a United States company.

Our amended and restated articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Ordinary Shares.

In connection with the Business Combination, we adopted our amended and restated memorandum and articles of association (the “A&R Articles”), which became effective immediately prior to the consummation of the Business Combination. Our A&R Articles contain provisions to limit the ability of others to acquire control of us or cause us to engage in change of control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction. For example, our Board has the authority, subject to any resolution of the shareholders to the contrary and, for so long as the Article 40 threshold applies, subject to the consent of the holders of a majority of the Series A Preferred Shares, to issue preference shares in one or more series within our authorized share capital of 499,870,000 Ordinary Shares and 130,000 Series A redeemable preference shares, and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, any or all of which may be greater than the rights associated with our Ordinary Shares. Preference shares could be issued quickly with terms calculated to delay or prevent a change in control of us or make removal of management more difficult. In connection with the Business Combination, we issued Series A Preferred Shares to holders in exchange for the Air Water Holdings Series A-1 and Air Water Holdings Series A-2 Preferred Shares of our operating subsidiary. If our Board decides to issue additional preference shares, the price of our Ordinary Shares may decrease and the voting and other rights of the holders of our Ordinary Shares may be materially and adversely affected.

Our A&R Articles provide that the courts of the Cayman Islands will be the exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

Our A&R Articles contain an exclusive forum jurisdiction provision that provides that, unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands will have exclusive jurisdiction over any claim or dispute arising out of or in connection with our A&R Articles or otherwise related in any way to each shareholder’s

shareholding in us, including but not limited to: (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of any fiduciary duty or other duty owed by any current or former director, officer or other employee of us to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our A&R Articles, or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.

The forum selection provision will not apply to any action or suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act, or for any claim in which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

Our A&R Articles further provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provision to be inapplicable or unenforceable, and if a court were to find this provision in our A&R Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have an adverse effect on our business and financial performance.

Future resales of our Ordinary Shares issued to our Legacy Company Holders and other significant shareholders may cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.

In connection with the Closing, our Legacy Company Holders each entered into an Air Water Holdings Shareholder Lock-Up Agreement providing that each such holder will not, subject to certain customary exceptions, transfer its Restricted Securities (as defined in the Air Water Holdings Shareholder Lock-Up Agreements) during the period commencing from the Closing Date until the earlier of (i) six months after the Closing or (ii) the date following the Closing on which we complete a liquidation, merger, share reconstruction or amalgamation, reorganization or other similar transaction in which all of our shareholders have the right to exchange their shares for cash, securities or other property.

In connection with the Closing, our Sponsor and certain of our directors and officers who were formerly directors and officers of Inflection Point entered into a Sponsor Lock-Up Agreement providing that they will not, subject to certain customary exceptions, transfer (i) the General Restricted Securities during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which we complete a liquidation, merger, share reconstruction or amalgamation, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) the Private Placement Restricted Securities during the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which we complete a liquidation, merger, share reconstruction or amalgamation, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Upon expiration or waiver of the lock-up periods described above, our Legacy Company Holders, our Sponsor and such directors and officers will not be restricted from selling our Ordinary Shares held by them, other than by applicable securities laws, which could have the effect of increasing the volatility in, or putting significant downward pressure on, the price of our Ordinary Shares. If our shareholders sell, or the market perceives that our shareholders intend to sell, substantial amounts of our Ordinary Shares in the public market, the market price of our Ordinary Shares could decline. See “Shares Eligible for Future Resale.”

The future exercise of registration rights may adversely affect the market price of our Ordinary Shares.

The Sponsor, Sponsor Holders, PIPE Holders and Legacy Company Holders (each as defined in the New Registration Rights Agreement) are entitled to registration rights pursuant to the New Registration Rights Agreement entered into in connection with the Business Combination. Pursuant to the New Registration Rights Agreement, we agreed to register for resale certain Registrable Securities that are held by the parties thereto from time to time. We also, among other things, agreed to file a shelf registration statement registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing Date. Pursuant to the New Registration Rights Agreement, we also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The presence of these additional Ordinary Shares trading in the public market may have an adverse effect on the market price of our Ordinary Shares.

The market price of our Ordinary Shares may be volatile, and you may lose all or part of your investment.

Following the Closing of the Business Combination, the market price for our Ordinary Shares is likely to be volatile. In addition, the market price for our Ordinary Shares may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others:

•        actual or anticipated fluctuations in our results of operations;

•        changes in key personnel;

•        variance in our financial performance from the expectations of market analysts or others;

•        announcements by us or our competitors of significant business developments, changes in significant customers, acquisitions or expansion plans;

•        trends and changes in consumer preferences in the premium beverage and related industries in which we operate;

•        market conditions in our industry;

•        investors’ perceptions of our prospects and the prospects of the businesses in which we participate;

•        fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors;

•        our entry into new markets;

•        changes in the estimation of the future size and growth rate of our markets;

•        the trading volume of our Ordinary Shares;

•        our sale of Ordinary Shares or other securities in the future;

•        the concentration of ownership of our Ordinary Shares by a limited number of legacy shareholders may limit interest in our Ordinary Shares;

•        limited “public float” could result in negative pricing pressure on the market price of our Ordinary Shares;

•        the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

•        our involvement in any material litigation;

•        changes in financial estimates or ratings by any securities analysts who follow our Ordinary Shares, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our Ordinary Shares;

•        guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance; and

•        changes in general economic, political and business conditions in the markets in which we operate.

In addition, the U.S. stock market has recently experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our Ordinary Shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.

An active trading market for our Ordinary Shares may not be sustained to provide adequate liquidity.

An active trading market may not be sustained for our Ordinary Shares. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling our Ordinary Shares and may impair our ability to acquire other companies by using our shares as consideration.

We do not expect to pay any dividends in the foreseeable future.

We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Accordingly, investors must rely on sales of their Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

There is a significant risk that we may be or become a passive foreign investment company (a “PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Ordinary Shares, Series A Preferred Shares or Series A Investor Warrants.

In general and as relevant here, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) consists of assets, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, consists of passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. Cash and cash equivalents are generally passive assets. The value of goodwill will generally be treated as an active or passive asset based on the nature of the income produced in the activity to which the goodwill is attributable.

We are treated as Inflection Point’s successor for U.S. federal income tax purposes and Inflection Point’s taxable year did not close following the First Merger. Because Inflection Point was a blank-check company with no active business, based upon the composition of Inflection Point’s income and assets for its first taxable year (ending December 31, 2024) and its second taxable year (ending December 31, 2025), we believe that Inflection Point likely was a PFIC for the taxable years ended December 31, 2024 and December 31, 2025. Following the Business Combination, the annual PFIC income and asset tests are applied based on the assets and activities of our combined business. To determine whether the PFIC asset test has been met, a calendar-year corporation generally divides the average of the values of passive assets at the end of each quarter by the average value of all assets at the end of each quarter. Accordingly, taking into account our total assets prior to and subsequent to the Business Combination, we may be a PFIC for the taxable year ending December 31, 2026. However, because PFIC status is based on income, assets and activities for the entire taxable year, it is not possible to determine our PFIC status for any taxable year until after the close of the taxable year.

A U.S. Holder (as defined herein) of our Ordinary Shares, Series A Preferred Shares or Series A Investor Warrants could be subject to adverse U.S. federal income tax consequences, including increased tax liability on disposition gains and certain “excess distributions” and additional reporting requirements if (a) such U.S. Holder acquired such interests by exchanging Inflection Point Class A Ordinary Shares in the First Merger, Inflection Point were determined to have been a PFIC (for any taxable year), and such U.S. Holder had not made, and did not timely make, any of the PFIC Elections (as defined below) with respect to any such shares, or (b) a U.S. Holder acquired Ordinary Shares, Series A Preferred Shares or Series A Investor Warrants in the Second Merger and the U.S. Holder has not made one or more (as appropriate) PFIC Elections with respect to those shares. Under proposed Treasury regulations relating to PFICs which have a retroactive effective date, the PFIC rules may apply to rights to acquire shares of a PFIC as if they were shares, and thus could apply to dispositions (other than exercises) of our Series A Investor Warrants. Prospective U.S. Holders of our Ordinary Shares, Series A Preferred Shares or Series A Investor Warrants should consult their tax advisors regarding the application of the PFIC rules to us and the risks of owning equity securities, including warrants, in a company that may be a PFIC. See “Certain Tax Considerations — Passive Foreign Investment Company Rules.”

Use of Proceeds

All of the Ordinary Shares, Series A Preferred Shares and Series A Investor Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.

The Selling Securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses incurred by such Selling Securityholders in disposing of their Ordinary Shares, and we will bear all other costs, fees, and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our independent registered public accountants.

We will receive any proceeds from the exercise of the Series A Investor Warrants for cash, but not from the resale of the Ordinary Shares issuable upon such exercise. We intend to use the proceeds received from the exercise of the Series A Investor Warrants, if any, for general corporate purposes, which may include capital expenditures, potential acquisitions, growth opportunities and strategic transactions. However, we have not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction. We will not receive any additional proceeds upon the issuance of the Earnout Shares.

Dividend Policy

We have not paid any cash dividends on our equity securities to date. The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board. We currently do not expect our Board to declare any dividends in the foreseeable future. Further, our ability to declare and pay dividends may be limited by the terms of financing or other agreements entered into by us or our subsidiaries from time to time.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of financial information of Inflection Point and Air Water, adjusted to give effect to the Business Combination.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2025, combines the historical audited consolidated statement of financial position of Air Water as of December 31, 2025, included elsewhere in this proxy statement/prospectus, with the historical audited balance sheet of Inflection Point as of December 31, 2025, included elsewhere in this proxy statement/prospectus, giving pro forma effect to the Business Combination as if it had occurred as of December 31, 2025.

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, combines the historical audited consolidated statement of profit or loss and other comprehensive income of Air Water for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus and the historical audited statement of operations of Inflection Point for the year ended December 31, 2025, included elsewhere in this proxy statement/prospectus, on a pro forma basis as if the Business Combination had occurred on January 1, 2025.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, has been derived from:

•        the historical audited balance sheet of Inflection Point as of December 31, 2025, and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

•        the historical audited consolidated balance sheet of Air Water as of December 31, 2025, and the related notes thereto included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, has been derived from:

•        the historical audited financial statements of Inflection Point for the year ended December 31, 2025, and the related notes thereto included elsewhere in this proxy statement/prospectus. Refer to Note 2 — “Basis of Presentation” for more detail; and

•        The historical audited consolidated financial statements of Air Water for the year ended December 31, 2025, and the related notes thereto included elsewhere in this proxy statement/prospectus.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus which incorporates Transaction Accounting Adjustments. Air Water and Inflection Point have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. Additionally, the unaudited pro formas include adjusting entries to convert Inflection Point’s financials from GAAP to IFRS in which the pro formas are presented.

This information should be read together with the financial statements and related notes, as applicable, of each of Air Water Ventures Limited, a Cayman Islands exempted company (“PubCo”), Air Water and Inflection Point included in this proxy statement/prospectus and Air Water’s and Inflection Point’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Transactions

Business Combination

On August 25, 2025 (the “Effective Date”) Inflection Point, Air Water Ventures Holdings Limited, a Cayman Islands exempted company (“Air Water”), PubCo and IPCX Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”). Pursuant

to terms of the Business Combination Agreement and subject to the terms and conditions set forth therein: (a) 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 (b) one 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 and a wholly owned direct subsidiary of PubCo (the “Second Merger” and, together with the First Merger, the “Mergers”).

Consideration

At 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, each ordinary share of a nominal or par value of $0.01344 per share of Air Water (each, a “Company Ordinary Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive the number of PubCo Ordinary Shares equal to the quotient of (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 (the “Exchange Ratio”).

For a description of the Business Combination and certain agreements executed in connection therewith, see “Prospectus Summary — The Business Combination”.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse capitalization, in accordance with IFRS 2. Under this method of accounting, Inflection Point will be treated as the “acquired” company for financial reporting purposes, and Air Water will be the accounting “acquirer”. Identifying the acquirer using IFRS 10 concepts and IFRS 3.B14 – B18 indicators points away from Inflection Point as acquirer as there are no transfers of cash or liabilities by the legal acquirer to effect the combination; equity interests are exchanged; post-combination voting rights and governance favor the Air Water’s investors and designees; there is no dominance by Inflection Point senior management; no premium is paid by Inflection Point; and relative size does not support Inflection Point as the accounting acquirer.

Another determining factor was that Inflection Point does not meet the definition of a “business” pursuant to IFRS 3, and thus, for accounting purposes, the Business Combination will be accounted for as a reverse capitalization, within the scope of IFRS 2. The net assets of Inflection Point at fair value, and the difference between (i) the fair value of the equity issued to Inflection Point’s shareholders and (ii) the fair value of the identifiable net assets of Inflection Point is recognized as a listing expenses in profit or loss under IFRS 2.

Inflection Point has elected to provide the unaudited pro forma condensed combined financial information under two different redemption scenarios of Public Shares into cash as more fully described below:

•        Scenario 1 — Assuming No Redemptions:    This presentation assumes no Public Shareholders of Inflection Point exercise Redemption Rights with respect to their Public Shares upon consummation of the Business Combination.

•        Scenario 2 — Assuming Maximum Redemptions:    This presentation assumes Public Shareholders holding 25,300,000 shares of Public Shares will exercise their Redemption Rights for approximately $259.8 million at an estimated redemption price of approximately $10.27 per share, which is estimated based on the approximate amount of funds in the Trust Account as of December 31, 2025. The maximum redemptions amount reflects the maximum number of the Public Shares that can be redeemed without violating the conditions of the Business Combination Agreement. This scenario includes all adjustments contained in the “no redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table sets out share ownership of PubCo on a pro forma basis assuming the No Redemptions Scenario and the Maximum Redemptions Scenario, excluding the dilutive effect of PubCo Series A Preferred Shares, PubCo Series A Investor Warrants, and Earnout Shares:

____________

(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.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2025, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, are based on the historical financial statements of Inflection Point and Air Water. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2025(1)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025(1)