Inflection Point Acquisition III and A1R WATER Sign Business Combination Agreement
A1R WATER and Inflection Point Acquisition Corp. III announced that they have entered into a definitive agreement for a business combination. 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". Founded in 2018, A1R WATER has spent eight years evolving decades-old dehumidification technology into a commercial scale native source of drinking water, with over 30 million gallons of BPA- and microplastic-free water expected to be generated, distributed and sold in 2025. The proposed business combination mplies a pro forma combined enterprise value of $419 million, excluding additional earnout consideration. This assumes a $300 million pre-money valuation of A1R WATER, including a 100% rollover of A1R WATER equity and excludes any amounts in the IPCX trust account. 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, reflecting the Company's focus on advancing sustainable beverage solutions for businesses and hospitality partners, with $32.5 million of the PIPE Financing pre-funded on or prior to signing of the Business Combination Agreement to accelerate A1R WATER's 2025 business plan, with approximately $31 million of the PIPE Financing to fund at close of the Transaction. A1R WATER, Inflection Point and their advisors may seek to upsize the PIPE Financing with additional funding in connection with closing. Under the terms of the Business Combination Agreement, A1R WATER's existing shareholders will convert 100% of their equity ownership stakes into PubCo and are expected to own approximately 62.6% of PubCo upon consummation of the Transaction, excluding any IPCX investors who do not choose to redeem their shares. The Transaction is expected to be completed by the end of the first quarter of 2026, subject to customary closing conditions, including regulatory and shareholder approvals. PubCo is expected to be named "Air Water Ventures Limited" and will list its ordinary shares on the Nasdaq Stock Market under the symbol "WATR", subject to satisfaction of Nasdaq's listing requirements. The Transaction has been unanimously approved by the board of directors and management of A1R WATER and the board of directors of IPCX.
