WAAS AquaVenture Holdings Limited

Item 1.01. Entry into a Material Definitive Agreement.

On July 10, 2019, AquaVenture Holdings Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., RBC Capital Markets, LLC and UBS Securities LLC as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of 4,100,000 shares (the “Shares”) of the Company’s ordinary shares (the “Ordinary Shares”). All of the Shares are being sold by the Company. The offering price to the public is $16.88 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $16.1204 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $65.5 million (assuming the Underwriters do not exercise their option to purchase additional shares referenced below). Under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 615,000 Ordinary Shares at the same price per share as the Shares.

The Shares will be issued pursuant to the Company’s effective shelf registration statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 11, 2019, as amended (File No. 333-230195). A prospectus supplement relating to the offering has been filed with the SEC. The offering is expected to close on July 15, 2019, subject to satisfaction of customary closing conditions.

In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the legal opinion and consent of Conyers Dill & Pearman relating to the Shares is attached as Exhibit 5.1 hereto.