SEC Form 3 · accession 0000929638-26-003084
Air Water Ventures Ltd · WATR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan Patrick Bibbo
Officer — COO
Period of report
Aug 14, 2026
Accepted (ET)
Aug 14, 2026 · 5:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002092314
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3 | holding | — | — | — | 1,359,030 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 831,394 restricted stock units ("RSUs") granted on August 14, 2026 under the Restricted Stock Unit & Performance-Based Restricted Stock Unit Agreement, dated August 14, 2026, entered into by and between Air Water Ventures Holdings Limited (the "Company") and the Reporting Person (the "RSU Agreement"). The RSUs vest as to 25% on the 6-month anniversary of the Closing, with the remaining 75% vesting in equal quarterly installments thereafter until fully vested on the 2-year anniversary of the Closing (as defined in the RSU Agreement), subject to the Reporting Person's continuous employment through each vesting date. Each RSU represents the right to receive one ordinary share of the Issuer.
- F2Includes 527,636 performance-based restricted stock units ("PSUs") granted under the RSU Agreement. Each PSU corresponds to the number of Earnout Shares (as defined in the BCA) the Reporting Person would have received had each underlying RSU been an ordinary share, subject to the Second Amendment to Business Combination Agreement (the "BCA").
- F3(Continued from Footnote 2) The PSUs vest in four equal tranches upon the following Triggering Events: (i) Triggering Event I occurs if, on or prior to the quarter ending December 31, 2027, the Revenue Run Rate (as defined in the BCA) equals or exceeds $80,000,000; (ii) Triggering Event II occurs if, on or prior to the quarter ending December 31, 2027, the EBITDA Run Rate (as defined in the BCA) equals or exceeds $30,000,000; (iii) Triggering Event III occurs if, on or prior to the quarter ending June 30, 2028, (a) the Revenue Run Rate equals or exceeds $160,000,000 and (b) the EBITDA Run Rate equals or exceeds $70,000,000; and (iv) Triggering Event IV occurs if, within the Earnout Period (the period beginning on the 6-month anniversary of the Closing and ending on the 18-month anniversary of the Closing), the ordinary share price is greater than or equal to $20.00, subject to equitable adjustment. Each PSU represents the right to receive one ordinary share of the Issuer.
Remarks
Exhibit 24 - Power of Attorney. Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Act, the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.