August 25, 2025

Miami, FL and New York, NY, Aug. 25, 2025 (GLOBE NEWSWIRE) — A1R WATER, a global leader in atmospheric water generation, and Inflection Point Acquisition Corp. III, a publicly traded special purpose acquisition company (Nasdaq: IPCX) today 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”.  Additional context and commentary, including a Transaction Overview, can be found at A1RWATER.com. 

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.   

Today, most drinking water is modified for consumption via complex desalination and groundwater purification processes – all of which require significant power, infrastructure, transportation and logistical investment.  Rising costs, increased government and public scrutiny of purity standards, and outdated infrastructure has led the drinkable water industry to a crucial tipping point.  By current estimates, demand for fresh water will outpace global supplies by 40% within the next five years.  

Through proprietary technology and a proven ability to scale, A1R WATER is uniquely situated to be a leader in the $500 billion air-to-water market via its fully vertically integrated ecosystem of water generation systems, water farms, bottling plants and distribution channels. 

Since its founding, A1R WATER has successfully expanded in the United Arab Emirates, with more than 60 million gallons of water per year generated since January 2024 by A1R WATER systems for a marquee list of hotel groups, office and event venues.  With proof of concept established, A1R WATER is now broadening its focus to the world’s largest consumer beverage market – the United States.  In 2025, A1R WATER began production at its first US-based water farm in Fort Lauderdale; announced a landmark partnership with the Miami HEAT; and took meaningful action to broaden those domestic activities beyond finished beverage sales to include consumer, commercial and industrial sales of the A1R WATER machine product line, which ranges from counter-top consumer units to 3,000 liter/day industrial systems that can supply utility-scale water farms. 

“A1R WATER has made incredible progress over the past few years, particularly in proving out our proprietary technology, asset mix and ability to scale,” said Peter Carr, Chief Executive Officer of A1R WATER.  “The vastness of the problem we are confronting is humbling.  But A1R WATER sits at an inimitable flashpoint at the intersection of need, technological advancement, consumer non-durable demand and branding.  Our partnership with Inflection Point provides not only crucial capital, but a true strategic partner with an enviable track record of success.  We look forward to working alongside their team to make A1R WATER a household name – in both the consumer product and clean technology industries.” 

“Inflection Point has a proven history of investing in strategically important assets in rapidly growing markets,” said Michael Blitzer, Chairman of Inflection Point Asset Management.  “We’re pleased to be joined by our industry-leading co-investors, including Southern Glazer’s Wine and Spirits and the Royal Group of Abu Dhabi, in facilitating A1R WATER’s continued success in commercializing their proprietary technology, providing critical sustainable solutions for government and commercial customers, and establishing a new segment in the consumer beverage industry.”  

Proposed Business Combination & PIPE Financing Overview 
 

The proposed business combination (the “Transaction”) implies 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 (the “PIPE Financing”), reflecting the Company’s focus on advancing sustainable beverage solutions for businesses and hospitality partners (the “PIPE Financing”), 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% (excluding the affiliates of IPCX) 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. 

Advisors 
 

Jett Capital Advisors, LLC is acting as exclusive financial advisor to A1R WATER, as well as lead capital markets advisor and placement agent in the PIPE Financing. Morgan, Lewis & Bockius LLP is acting as legal advisor to A1R WATER. White & Case LLP is acting as legal advisor to Inflection Point. Cantor Fitzgerald & Co., Inc. is acting as lead capital markets advisor to Inflection Point.  

About A1R WATER 
 

Working at the intersection of tech and engineering, A1R WATER designs and manufactures air-to-water technology to create clean water from humidity in the air. A1R WATER manufactures and sells systems ranging from counter-top consumer units to 3,000 liter/day industrial systems that can supply utility-scale water farms. A1R WATER also builds and operates on-balance sheet water farms and bottling sites, delivering finished canned and bottled water products to marquee global brands including Conrad (Hilton) Abu Dhabi, Fairmont Hotels & Resorts, Le Meridian, and the Miami HEAT. 

For more information, please visit https://a1rwater.com/ 

About Inflection Point Asset Management 

Inflection Point Acquisition Corp. III was listed on the Nasdaq Stock Market in April of 2025 and is the third SPAC vehicle of Inflection Point Asset Management. Led by Wall Street veteran Michael Blitzer, Inflection Point has been a successful repeat SPAC sponsor in the SPAC asset class. In February 2023, Inflection Point I combined with $2.0B space exploration company Intuitive Machines, Inc.. In March 2025, Inflection Point II combined with the $1.4B vertically integrated rare earth magnet company USA Rare Earth, Inc.. The keystone in Inflection Point’s strategy and continued success is leading committed-capital investments into their business combinations, ensuring their combined businesses debut as well funded public companies, and not relying on the volatile new issuance follow-on market that the SPAC asset class has become known for. 

For more information, please visit https://inflectionpointacquisition.com/home/default.aspx 

Click here  to read the full press release featured on A1rwater.com.