Announcement • Aug 26
Air Water Ventures Ltd. entered into a definitive agreement to acquire Inflection Point Acquisition Corp. III (NasdaqGM:IPCX) from Inflection Point Holdings III LLC and others in a reverse merger transaction. Air Water Ventures Ltd. entered into a definitive agreement to acquire Inflection Point Acquisition Corp. III (NasdaqGM:IPCX) from Inflection Point Holdings III LLC and others in a reverse merger transaction on August 25, 2025. Following the Closing, Air Water Ventures will issue to Eligible Inflection Point Equityholders and the PSU Holders up to 30,000,000 additional Air Water Ventures Ordinary Shares in the aggregate in four tranches of 7,500,000. Upon closing of the business combination, the combined company will be named Air Water Ventures Limited, and its ordinary shares will be listed on the Nasdaq Stock Market under the symbol “WATR”. Under the terms of the Business Combination Agreement, A1R WATER’s existing shareholders will convert 100% of their equity ownership stakes into combined company and are expected to own approximately 62.6% of combined company upon consummation of the Transaction, excluding any IPCX investors who do not choose to redeem their shares. The Transaction is accompanied by a fully committed PIPE investment $63.5 million led by Inflection Point, existing A1R WATER investors and new strategic investors including Southern Glazer’s Wine & Spirits through its corporate growth, venture, and strategic acquisitions arm, SG Ventures.
The transaction is subject to approval by regulatory board / committee, approval of offer by Air Water Ventures and Inflection Point shareholders, Air Water Ventures ordinary Shares having been conditionally approved for listing on Nasdaq, registration statement effectiveness shall have become effective and subject to antitrust regulations. The deal has been unanimously approved by the boards of Air Water Ventures and Inflection Point. The Transaction is expected to be completed by the end of the first quarter of 2026.
Russel Franklin of Morgan, Lewis & Bockius LLP acted as legal advisor for Air Water Ventures Ltd. Joel Rubinstein and Jason Rocha of White & Case LLP acted as legal advisor for Inflection Point Acquisition Corp. III. Jett Capital Advisors, LLC acted as financial advisor for Air Water Ventures Ltd. Cantor Fitzgerald & Co. acted as financial advisor for Inflection Point Acquisition Corp. III. Newbridge Securities Corporation acted as fairness opinion provider to Inflection Point Holdings. 
