0002092314 2026-09-10 2026-09-10 0002092314 1 2026-09-10 2026-09-10 0002092314 2 2026-09-10 2026-09-10 0002092314 3 2026-09-10 2026-09-10 0002092314 4 2026-09-10 2026-09-10 0002092314 5 2026-09-10 2026-09-10 0002092314 6 2026-09-10 2026-09-10 0002092314 1 2026-09-10 2026-09-10 0002092314 2 2026-09-10 2026-09-10 iso4217:USD pure shares F-1 F-1 EX-FILING FEES 0002092314 Air Water Ventures Ltd N/A true false F-1 Air Water Ventures Ltd false Equity Ordinary Shares issuable upon conversion of Series A Preferred Shares true 27280486 1.85 50468899.10 0.0001381 6969.75 false Equity Ordinary Shares issuable upon exercise of Series A Investor Warrants true 27280486 1.85 50468899.10 0.0001381 6969.75 false Equity Ordinary Shares true 20000000 1.85 37000000.00 0.0001381 5109.70 false Equity Ordinary Shares true 384549456 1.85 711416493.60 0.0001381 98246.62 false Equity Series A Preferred Shares true 117037 12.00 1404444.00 0.0001381 193.95 false Equity Series A Investor Warrants true 16 12.00 192.00 0.0001381 0.03 850758927.80 117489.80 0.00 34664.54 82825.26 Pursuant to Rule 416(a) of the Securities Act there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Consists of 27,280,486 Ordinary Shares issuable by the Company upon the conversion of Series A Preferred Shares, taking into account for this purpose, the Accrued Value through August 14, 2029 and assuming, solely for this purpose, a conversion price of $1.00 per Ordinary Share and the number of Ordinary Shares underlying such Series A Preferred Shares is 93,257,940, which amount represent a good-faith estimate of the maximum number of Ordinary Shares that may become issuable upon conversion of such Series A Preferred Shares. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and Rule 457(c) of the Securities Act, and in the case of the shares underlying the Series A Preferred Stock and the Series A Warrants, Rule 457(g) of the Securities Act, on the basis of the average of the high ($1.99) and low ($1.70) sales prices of the Ordinary Shares as reported on Nasdaq on September 8, 2026, which date is within five business days prior to filing this Registration Statement. No registration fee is payable in connection with 69,977,454 Ordinary Shares, issuable upon conversion of 65,978 Series A Preferred Shares, assuming, solely for this purpose a conversion price of $1.00 per Ordinary Share, that were previously registered on the Prior Registration Statement because such securities are being transferred from the Prior Registration Statement pursuant to Rule 429(b) under the Securities Act. See "Statement Pursuant to Rule 429" of this Registration Statement on Form F-1. Pursuant to Rule 416(a) of the Securities Act there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Consists of 27,280,486 Ordinary Shares issuable by the Company upon the exercise of Series A Investor Warrants, assuming, solely for this purpose, an exercise price of $1.00 per Ordinary Share and the number of Ordinary Shares underlying such Series A Investor Warrants is 117,257,940, which amount represent a good-faith estimate of the maximum number of Ordinary Shares that may become issuable upon exercise of such Series A Investor Warrants. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and Rule 457(c) of the Securities Act, and in the case of the shares underlying the Series A Preferred Stock and the Series A Warrants, Rule 457(g) of the Securities Act, on the basis of the average of the high ($1.99) and low ($1.70) sales prices of the Ordinary Shares as reported on Nasdaq on September 8, 2026, which date is within five business days prior to filing this Registration Statement. No registration fee is payable in connection with 89,977,454 Ordinary Shares, issuable upon exercise of the Series A Investor Warrants, assuming, solely for this purpose, an exercise price of $1.00 per Ordinary Share, that were previously registered on the Prior Registration Statement because such securities are being transferred from the Prior Registration Statement pursuant to Rule 429(b) under the Securities Act. See "Statement Pursuant to Rule 429" of this Registration Statement on Form F-1. Pursuant to Rule 416(a) of the Securities Act there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Consists of 20,000,000 Ordinary Shares issuable to certain Selling Securityholders as Earnout Shares upon the occurrence of the Triggering Events, for no additional consideration. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and Rule 457(c) of the Securities Act, and in the case of the shares underlying the Series A Preferred Stock and the Series A Warrants, Rule 457(g) of the Securities Act, on the basis of the average of the high ($1.99) and low ($1.70) sales prices of the Ordinary Shares as reported on Nasdaq on September 8, 2026, which date is within five business days prior to filing this Registration Statement. Pursuant to Rule 416(a) of the Securities Act there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Represents up to (i) 384,549,456 Ordinary Shares held by or issuable to the Selling Securityholders consisting of (a) 8,983,333 Ordinary Shares held by the Sponsor, (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 Business Combination, (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 (d) 190,411,788 Ordinary Shares issuable to certain Selling Securityholders upon the exercise of Series A Investor Warrants (assuming, solely for this purpose, an exercise price of $1.00 per Ordinary Share), which amount represents a good-faith estimate of the maximum number of Ordinary Shares that may become issuable upon exercise of such Series A Investor Warrants, and (ii) 20,000,000 Ordinary Shares issuable to certain Selling Securityholders as Earnout Shares upon the occurrence of the Triggering Events, for no additional consideration. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and Rule 457(c) of the Securities Act, and in the case of the shares underlying the Series A Preferred Stock and the Series A Warrants, Rule 457(g) of the Securities Act, on the basis of the average of the high ($1.99) and low ($1.70) sales prices of Ordinary Shares as reported on Nasdaq on September 8, 2026, which date is within five business days prior to filing this Registration Statement. Pursuant to Rule 416(a) of the Securities Act there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Represents 117,037.282 Series A Preferred Shares held by certain of the Selling Securityholders. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) of the Securities Act, on the basis of the initial conversion price of the Series A Preferred Shares of $12.00 per Ordinary Share. Pursuant to Rule 416(a) of the Securities Act there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Represents 16 Series A Investor Warrants held by certain of the Selling Securityholders. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i) of the Securities Act, on the basis of the initial exercise price of the Series A Investor Warrants of $12.00 per Ordinary Share. true Air Water Ventures Ltd F-4 333-294998 2026-04-10 34664.54 Equity Ordinary Shares 251010418.34 true Air Water Ventures Ltd F-4 333-294998 2026-04-10 34664.54 24,912,094 Ordinary Shares remain unsold after completion of the offering under the Prior Registration Statement (File No. 333-294998). The Company has completed the offering under the Prior Registration Statement, except with respect to the securities noted in Footnotes 1 and 2 of Table 1 above. The Company previously paid filing fees of $67,988.99 in connection with the Prior Registration Statement, of which $34,664.54 was attributable to unsold shares.