Air Water Ventures Limited filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission on October 26, 2026, to register securities issuable under its 2025 Equity Incentive Plan and 2025 Employee Stock Purchase Plan.

Key Highlights

  • Two plans covered: The registration covers the Air Water Ventures Limited 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan.
  • Business combination completed: According to the filing, the registrant consummated its business combination on August 14, 2026, pursuant to the Business Combination Agreement dated August 25, 2025, as amended on December 31, 2025, and again on June 5, 2026.
  • Parties to the combination: The filing identifies the parties as Air Water Ventures Limited, Inflection Point Acquisition Corp. III, Air Water Ventures Holdings Limited, and IPCX Merger Sub Limited, each a Cayman Islands exempted company.
  • Emerging growth company: The registrant indicated it is a non-accelerated filer and an emerging growth company, as defined under Rule 12b-2 of the Exchange Act.
  • Ordinary share par value: The filing describes the registrant's ordinary shares as having a par value of $0.0001 per share.
  • Auditors consenting: Consents were filed from Grant Thornton (for both Air Water Ventures Limited and Air Water Ventures Holdings Limited) and UHY LLP (for Inflection Point Acquisition Corp. III).

Air Water Ventures Registers Equity Compensation Plans Following August 2026 Business Combination

Air Water Ventures Limited, a Cayman Islands exempted company headquartered in Abu Dhabi, UAE, filed a Form S-8 registration statement on October 26, 2026, to register shares issuable under two compensation plans: the 2025 Equity Incentive Plan and the 2025 Employee Stock Purchase Plan. The filing follows the company's listing on NASDAQ:WATR and its completed business combination earlier in 2026.

According to the filing, the business combination was consummated on August 14, 2026, under a Business Combination Agreement originally dated August 25, 2025. That agreement was amended twice, first on December 31, 2025, and again on June 5, 2026. The counterparties named in the filing were Inflection Point Acquisition Corp. III, Air Water Ventures Holdings Limited, and IPCX Merger Sub Limited. The registrant filed a Shell Company Report on Form 20-F with the SEC on August 20, 2026, which the S-8 incorporates by reference, along with a Form 8-A filed on August 14, 2026 (File No. 001-43448) describing the company's ordinary shares.

The filing incorporates by reference several additional documents, including a prospectus filed under Rule 424(b)(3) on July 8, 2026, relating to the Registration Statement on Form F-4 (File No. 333-294998), which the filing states contains audited financial statements for the registrant's latest fiscal year. Reports on Form 6-K furnished on August 25, 2026, and October 8, 2026, are also incorporated. The filing notes that Cayman Islands law does not limit indemnification of officers and directors except where contrary to public policy, such as indemnification against fraud, willful default, or commission of a crime, and that the company's articles of association provide indemnification to the maximum extent permitted by law subject to those exceptions.

What Was Disclosed

Air Water Ventures Limited registered securities under two employee compensation plans via a Form S-8 filed October 26, 2026, following the completion of its business combination on August 14, 2026, and its emergence as a public company on NASDAQ.