NASDAQ: IPCXR

Simultaneously
with the sale of the 25,300,000 Units in our IPO, we completed the private sale of an aggregate of 740,000 units (the “Private
Placement Units” and together with the Public Units, the “Units,” and the Class A Ordinary Shares included
in the Private Placement Units, the “private placement shares”) to the Sponsor and Cantor Fitzgerald & Co., the
representative of the underwriters (“Cantor”), at a purchase price of $10.00 per Private Placement Unit, generating
gross proceeds of $7,400,000. Of the 740,000 Private Placement Units, the Sponsor purchased 500,000 Private Placement Units and Cantor
purchased 240,000 Private Placement Units.

Following the closing of the IPO on April 28, 2025, an amount of $253,000,000
($10.00 per unit) from the net proceeds of the sale of the Public Units, and a portion of the net proceeds from the sale of the Private
Placement Units, was placed in a trust account (the “Trust Account”), located in the United States, with Continental
Stock Transfer & Trust Company (“Continental”) acting as trustee. Except with respect to interest earned on the
funds held in the Trust Account that may be released to us to pay our taxes, and amounts withdrawn to fund our working capital
requirements, subject to an annual limit of $250,000 (plus the rollover of unused amounts from prior years, “permitted withdrawals”)
the proceeds from the IPO and the sale of the Private Placement Units placed in the Trust Account will not be released from the Trust
Account until the earliest of (i) the completion of the Proposed Business Combination or another initial business combination, (ii) the
redemption of the Public Shares if we are unable to complete the Proposed Business Combination or another initial business combination
within the completion window, subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing
of our obligation to allow redemption in connection with any initial business combination or to redeem 100% of the Public Shares if Inflection
Point has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could
become subject to the claims of our creditors, if any, which could have priority over the claims of the holders of Public Shares (the
“Public Shareholders”).

In addition

The prospectus
for our IPO and our amended and restated memorandum and articles of association provide that we have until April 28, 2027 to complete
an initial business combination, such as the Proposed Business Combination.

The net proceeds
deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of December 31, 2025, there was $258,955,961
in investments and cash held in the Trust Account.

1

Business
Combination with Air Water

On August
25, 2025 (the “Signing Date”), Inflection Point, Air Water Ventures Holdings Limited, a Cayman Islands exempted company
(“Air Water”), Air Water Ventures Limited, a Cayman Islands exempted company (“PubCo”) and IPCX
Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), entered into a Business Combination Agreement
(the “Air Water Business Combination Agreement”). The transactions contemplated by the Air Water Business Combination
Agreement are referred to herein as the “Proposed Business Combination.”

Pursuant
to terms of the Air Water Business Combination Agreement and subject to the terms and conditions set forth therein: (a) Inflection Point
will be merged with and into PubCo, as a result of which the separate corporate existence of Inflection Point shall cease and PubCo shall
continue as the surviving company (the “First Merger”), and (b) one Business Day after the First Merger, Air Water
will be merged with and into Merger Sub, as a result of which the separate corporate existence of Air Water shall cease and Merger Sub
shall continue as the surviving company and a wholly owned direct subsidiary of PubCo (the “Second Merger” and, together
with the First Merger, the “Mergers”).

The Air Water
Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the board of directors of each
of Inflection Point, Air Water, PubCo and Merger Sub, and by the sole shareholder of each of PubCo and Merger Sub. The closing of the
Business Combination is targeted to be consummated in the second quarter of 2026, after receipt of the required approval by the shareholders
of Inflection Point (the “Inflection Point Shareholder Approval”), the required approval of the shareholders of Air
Water (the “Air Water Shareholder Approval”) and the fulfilment of certain other terms and conditions set forth in
the Air Water Business Combination Agreement.

Consummation
of the transactions contemplated by the Air Water Business Combination Agreement are subject to customary conditions of the respective
parties, including the approval of the Air Water Business Combination Agreement, the Business Combination and certain other actions related
thereto by Air Water’s shareholders, and the availability of a minimum amount of aggregate transaction proceeds.

Effecting
Our Initial Business Combination

General

As described
above, we have entered into the Air Water Business Combination Agreement and intend to complete the Proposed Business Combination with
Air Water. Unless otherwise stated, this Form 10-K does not assume the closing of the Proposed Business Combination. References to the
term “initial business combination” in this section include the Proposed Business Combination where context requires.

We are not
presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate the Proposed
Business Combination, or any other initial business combination using cash held in the Trust Account, the proceeds of the sale of our
shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders
or the owners of the target, or a combination of the foregoing. We may seek to complete an initial business combination with another
company or business, including a company or business that may be financially unstable or in its early stages of development or growth,
which would subject us to the numerous risks inherent in such companies and businesses.

If our initial
business combination is paid for using equity, as will be the case for the Proposed Business Combination, or debt securities, or not
all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination
or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the Trust Account for
general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal
or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for
working capital.

2

We may need
to obtain additional financing to complete our initial business combination, including the Proposed Business Combination, either because
the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem
a significant number of our Public Shares upon completion of the initial business combination, in which case we may issue additional
securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or
incur debt in connection with our initial business combination. Other than in connection with the Proposed Business Combination, we are
not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the
sale of securities, the incurrence of debt or otherwise.

Selection
of a Target Business and Structuring of Our Initial Business Combination

Nasdaq rules
require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of
the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the
Trust Account) at the time of the agreement to enter into the initial business combination. Our board of directors made the determination
as to the fair market value of the Proposed Business Combination. If we do not complete the Proposed Business Combination, our board
of directors will make the determination as to the fair market value of any other initial business combination. If our board of directors
is not able to independently determine the fair market value of any other initial business combination (including with the assistance
of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be
able to make an independent determination of the fair market value of any other initial business combination, it may be unable to do
so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty
as to the value of the target’s assets or prospects. To assist it in making the fair market value determination of the Proposed
Business Combination, our board of directors did obtain the opinion of Newbridge Securities Corporation that the 80% test was satisfied.
Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
Our independent directors approved the Proposed Business Combination as required by Nasdaq rules.

We have structured
the Proposed Business Combination so that the post-business combination company in which our Public Shareholders will own shares will
indirectly own or acquire 100% of the equity interests or assets of Air Water. If we do not complete the Proposed Business Combination
and search for an alternate initial business combination, we anticipate structuring our initial business combination so that the post-transaction company
in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.
We may, however, structure any initial business combination other than the Proposed Business Combination such that the post-transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target
management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended,
or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the
target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of
a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued
and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is
owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. If the initial business
combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for
purposes of the 80% fair market value test.

As described
above, we have entered into the Air Water Business Combination Agreement and intend to complete the Proposed Business Combination. If
we do not complete the Proposed Business Combination and instead seek an alternative initial business combination, we intend to seek
to acquire companies that we believe:

●operate
in disruptive growth industries;

●exhibit
operational success and a robust demand landscape;

●carry
potential to expand into new business segments and geographies;

●reveal
mismatch between current performance and perceived value by the marketplace;

●can
benefit from and are willing to embrace our leadership team’s knowledge and experience
in growing and scaling businesses;

●are
at an inflection point where we believe we can drive improved financial performance;

●are
valued attractively relative to their existing financial metrics; and

●offer
an attractive potential return for our shareholders, weighing potential growth opportunities
and operational improvements in the target business against any identified downside risks.

3

Any evaluation
relating to the merits of the Proposed Business Combination or any other particular initial business combination was, or may be based,
to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem
relevant. Although we believe Air Water met each of these criteria, if we do not complete the Proposed Business Combination, we may decide
to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, and in the
event we do so, we will disclose that the target business does not meet the above criteria in our shareholder communications related
to such other initial business combination, which, as discussed in this Form 10-K, would be in the form of proxy solicitation materials
or tender offer documents that we would file with the SEC.

We have expended
considerable time, and incurred considerable costs, to select and evaluate Air Water and to structure and pursue completion of the Proposed
Business Combination, and other prospective initial business combinations. The time required to select and evaluate any other target
business and to structure and complete any other initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce
the funds we can use to complete another business combination. Further, as the number of SPACs evaluating targets increases, attractive
targets may become scarcer and there may be more competition for attractive targets. Because of our limited resources and such increased
competition for business combination opportunities, including from other SPACs or other entities having a similar business objective
to us, it may be more difficult for us to complete our initial business combination or negotiate attractive terms for our initial business
combination if we do not complete the Proposed Business Combination. Depending on who our competitors will be when negotiating a business
combination transaction, we may also be at a competitive disadvantage in successfully negotiating an initial business combination if
we do not complete the Proposed Business Combination. For more information also see “Risk Factors — Risks Relating
to our Search for, and Consummation of, or Inability to Consummate, a Business Combination — Because of our limited resources
and the significant competition for business combination opportunities, it may be more difficult for us to complete the Proposed Business
Combination or another initial business combination. If we are unable to complete the Proposed Business Combination or another initial
business combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available
for distribution to Public Shareholders, and our rights will expire worthless.”

We are not
prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors, or
completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated
memorandum and articles of association) with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain
an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm stating that the consideration
to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to
obtain such an opinion in any other context. The Proposed Business Combination with Air Water is not a transaction that is affiliated
(as defined in our amended and restated memorandum and articles of association) with our Sponsor, officers or directors.

Members of
our management team indirectly own Founder Shares and/or Private Placement Units and, accordingly, may have a conflict of interest in
determining whether a particular target business, including Air Water, is an appropriate business with which to effectuate our initial
business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating the Proposed
Business Combination or any other particular business combination if the retention or resignation of any such officers and directors
was included by a target business as a condition to any agreement with respect to such initial business combination.

Each of our
officers, directors and director nominees presently has, and any of them in the future may have additional, fiduciary or contractual
obligations to at least one other entity pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which
is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under
Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by
applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and
(ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction
or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe,
however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete
our initial business combination because the other entities to which our officers and directors currently owe fiduciary duties or contractual
obligations are (i) not themselves in the business of engaging in business combinations or (ii) though in the business of engaging
in business combinations, have already entered into a binding agreement with a target company.

4

In addition,
our Sponsor and our officers and directors may form other SPACs similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. As a result, our Sponsor, officers and directors could have conflicts
of interest in determining whether to present business combination opportunities to us or to any other SPAC with which they may become
involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business
combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our
initial business combination because we expect that our company will generally have priority over any other SPACs subsequently formed
by our Sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or
enter into a contractual agreement, as we have done with the Proposed Business Combination, that would restrict our ability to engage
in material discussions regarding a potential initial business combination.

Redemption
Rights for Public Shareholders upon Completion of our Initial Business Combination

We will provide
our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our
initial business combination, including the Proposed Business Combination, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business
combination, including interest earned on the funds held in the Trust Account and not previously released to us for permitted withdrawals,
divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount
in the Trust Account is initially anticipated to be $10.00 per Public Share. The per share amount we will distribute to Public Shareholders
who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our Sponsor and management team entered into a letter agreement with us, pursuant to which they agreed to waive their redemption rights
with respect to their Founder Shares, their private placement shares and any Public Shares they may hold in connection with the completion
of our initial business combination or an earlier redemption in connection with the commencement of the procedures to consummate the
initial business combination if we determine it is desirable to facilitate the completion of the initial business combination. Cantor
also agreed to waive its redemption rights with respect to its private placement shares pursuant to the terms of a private placement
units purchase agreement.

Although
the Air Water Business Combination Agreement does not, any other proposed initial business combination may impose a minimum cash requirement
for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required
to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to
the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the
initial business combination or redeem any shares, and all Public Shares submitted for redemption will be returned to the holders thereof.
We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in
connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter
into, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

5

Redemption
of Public Shares and Liquidation if No Initial Business Combination

Our amended
and restated memorandum and articles of association provide that we will have only the duration of the completion window to complete
our initial business combination. If we are unable to complete the Proposed Business Combination or another initial business combination
within such completion window, we will as promptly as reasonably possible but not more than ten business days thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to us for permitted withdrawals (less up to $100,000
of interest to pay liquidation expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full
and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the
right to receive further liquidation or other distributions, if any) subject to our obligations under Cayman Islands law to provide for
claims of creditors and subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions
with respect to our rights, which will expire worthless if we fail to complete the Proposed Business Combination or another initial business
combination within the completion window.

Our Sponsor,
management team and Cantor entered into written agreements with us, pursuant to which they waived their rights to liquidating distributions
from the Trust Account with respect to their Founder Shares and private placement shares held by them, as applicable, if we fail to complete
the Proposed Business Combination or another initial business combination within the completion window, although they will be entitled
to liquidating distributions from assets outside the Trust Account. However, if our Sponsor, management team or Cantor acquire Public
Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete
the Proposed Business Combination or another initial business combination within the allotted completion window. Cantor will have the
same redemption rights as a Public Shareholder with respect to any Public Shares they acquire.

Our Sponsor
and management team agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
with the Proposed Business Combination or another initial business combination or to redeem 100% of our Public Shares if we do not complete
the Proposed Business Combination or another initial business combination within the completion window or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide
our Public Shareholders with the opportunity to redeem their Public Shares upon implementation of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the effective
date of such amendment, including interest earned on the funds held in the Trust Account and not previously released to us for permitted
withdrawals, divided by the number of then outstanding Public Shares.

We expect
that all costs and expenses associated with implementing our liquidation, as well as payments to any creditors, will be funded from amounts
remaining out of the approximately $2,250,000 of proceeds held outside the Trust Account, plus funds from permitted withdrawals, although
we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs
and expenses associated with implementing our liquidation, to the extent that there is any interest accrued in the Trust Account not
required to pay income taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were
to expend all of the net proceeds of our IPO and the sale of the Private Placement Units, other than the proceeds deposited in the Trust
Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received
by shareholders upon our liquidation would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become
subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend
to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

6

Although
we have sought, and will continue to seek, to have all vendors, service providers, prospective target businesses and other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they
execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider
whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management
believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of
possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. UHY LLP, our
independent registered public accounting firm, and the underwriters of our initial public offering will not execute agreements with us
waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will
not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor agreed
that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for
the Company’s independent auditors), or a prospective target business with which we have entered into a written letter of intent,
confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes
paid or payable and up to $100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims
by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering
against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations
and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would
be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available
for the Proposed Business Combination or another initial business combination and redemptions could be reduced to less than $10.00 per
Public Share. In such event, we may not be able to complete the Proposed Business Combination or another initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event
that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to
reductions in the value of the trust assets, in each case less taxes paid or payable and up to $100,000 of interest to pay liquidation
expenses, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce
its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against
our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business
judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent
directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not
likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will
not be less than $10.00 per share.

We will seek
to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable
as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. We had access to up to approximately $2,250,000 from the proceeds of our IPO, plus the proceeds of any permitted withdrawals, with
which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated
to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims
and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

7

If we file
a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the
proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust
Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file a bankruptcy
or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer”
or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or
may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders
from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for
these reasons.

Our Public
Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares
if we do not complete the Proposed Business Combination or another initial business combination within the completion window, (ii) in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with the Proposed Business Combination or another initial business combination
or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another initial business combination
within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity or (iii) if they redeem their respective shares for cash in connection with the completion of the Proposed
Business Combination or another initial business combination. In no other circumstances will a shareholder have any right or interest
of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial business combination,
as we intend to do in connection with the Proposed Business Combination, a shareholder’s voting in connection with the business
combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.
Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum
and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with
a shareholder vote.

Competition

In identifying,
evaluating and selecting Air Water for the Proposed Business Combination, we encountered, and if we need to identify, evaluate and select
another target business for our initial business combination, we may encounter competition from other entities having a business objective
similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking
strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business
combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human
and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore,
our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available
to us for the Proposed Business Combination or another initial business combination and our issued and outstanding rights, and the future
dilution they represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive
disadvantage in successfully negotiating an initial business combination.

Employees
and Human Capital Resources

We currently
have three officers: Michael Blitzer, Peter Ondishin and Kevin Shannon. These individuals are not obligated to devote any specific number
of hours to our matters, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed
the Proposed Business Combination or another initial business combination. The amount of time they will devote in any time period will
vary based on whether a target business has been selected for our initial business combination and the stage of the business combination
process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Periodic
Reporting

We registered
our units, Class A ordinary shares and rights under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our
annual reports will contain financial statements audited and reported on by our independent registered public accountants.

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We will provide
shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender
offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will
need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may
limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable
to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial
business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a
potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above,
or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above.
To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit
the pool of potential business combination candidates, we do not believe that this limitation will be material.

We will be
required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 as required by the Sarbanes-Oxley Act.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We are a
Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands
and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and
received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (as revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the
Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or
in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest
or other sums due under a debenture or other obligation of us.

We are an
“emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,
we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more
volatile.

In addition,
Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other
words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain
an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion,
or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares
that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued
more than $1.0 billion in non-convertible debt during the prior three-year period.

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Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting
companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years
of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the
market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of the end of that
year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal
year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of
that year’s second fiscal quarter.

We have filed
a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing
a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our
initial business combination.