EXHIBIT 99.3

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of AquaVenture Holdings Limited (“AquaVenture” or the “Company”) and AUC Acquisition Holdings LLC (“AUC”) after giving effect to the acquisition of AUC and the related financing and after applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.  The unaudited pro forma condensed combined balance sheet as of June 30, 2018 gives effect to the acquisition of AUC and related financing as if they had occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 and six months ended June 30, 2018 gives effect to the acquisition of AUC and the related financing as if they had occurred on January 1, 2017. 

The pro forma adjustments, which are based upon available information and upon assumptions that management believes to be reasonable, are described in the accompanying notes. The unaudited pro forma condensed combined financial information is for informational purposes only and should not be considered indicative of actual results that would have been achieved had the transactions noted previously actually been consummated on the dates indicated and does not purport to be indicative of results of operations as of any future date or for any future period.

      The unaudited pro forma condensed combined financial information reflects the acquisition accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. To the extent the purchase price exceeds the estimated fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed, such excess is allocated to goodwill. The pro forma purchase price adjustments have been made for the purpose of providing unaudited pro forma condensed combined financial information based on current estimates and currently available information, and are subject to revision based on final, independent determinations of fair value and final allocation of purchase price to the assets and liabilities of the business acquired.

      The unaudited pro forma condensed combined financial information and the related notes hereto should be read in conjunction with the historical consolidated financial statements contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2017, the unaudited condensed combined interim financial statements in the Company’s quarterly report on Form 10-Q for the period ended June 30, 2018, and AUC’s historical financial statements included in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2018

(In Thousands)

See accompanying notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2017

(In Thousands)

See accompanying notes to the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Six Months Ended June 30, 2018

(In Thousands)

See accompanying notes to the unaudited pro forma condensed combined financial information.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of SEC Regulation S-X and presents the pro forma financial position and results of operations of the combined companies based upon the historical data of AquaVenture and AUC.

Description of Transaction

On November 1, 2018, AquaVenture Holdings, Inc., a wholly owned subsidiary of AquaVenture,  acquired all of the issued and outstanding membership interests of AUC from AUC’s members pursuant to a membership interest purchase agreement (the “Purchase Agreement”). The aggregate purchase price was approximately $131.7 million, including $127.8 million of cash, $2.0 million of AquaVenture ordinary shares (or 121,956 shares), and $1.9 million contingent consideration based on the collection of certain receivables. The aggregate purchase price is subject to final adjustment in accordance with the Purchase Agreement.  

On November 1, 2018, the Company entered into the Third Amendment to Credit Agreement (the “Amended Corporate Credit Agreement”) with a syndicate of lenders, including Deutsche Bank AG, London Branch, Citibank, N.A., Sequoia IDF Asset Holdings S.A., Comvest Capital IV, L.P., and Comvest Capital IV (Luxembourg) Master Fund, SCSP (the “Lenders”), and Wells Fargo Bank, N.A., as administrative agent for the Lenders. Proceeds from the Amended Corporate Credit Agreement were used to partially fund the acquisition of AUC.  The Amended Corporate Credit Agreement: (i) added AquaVenture Holdings, Inc. as a borrower, (ii) increased its borrowings by $110 million to an aggregate principal amount of $260 million, (iii) reduced the interest rate on both the variable and fixed interest portions for the original $150 million borrowings by 50 basis points, and (iv) amended certain financial covenant requirements. Of the incremental borrowing of $110 million, $70 million bears interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0%, and the remaining $40 million bears interest at a fixed rate of 8.7%. The principal is due in full in August 2021 and is non-amortizing.

Basis of Presentation

The historical financial information has been adjusted to give pro forma effect to events that are: (a) directly attributable to the acquisition of AUC and the related financing, (b) factually supportable, and (c) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma adjustments related to the AUC acquisition are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the transaction and certain other adjustments. The final determination of the purchase price allocation will be based on the final valuation of the fair values of assets acquired and liabilities assumed as of the actual closing date of the transaction. The unaudited pro forma adjustments related to the financing are preliminary in nature and reflect the Company’s best estimates of the proceeds and related interest assumptions at the time of the preparation of the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined balance sheet as of June 30, 2018 gives effect to the acquisition of AUC and related financing as if they had occurred on June 30, 2018. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 and six months ended June 30, 2018 give effect to the acquisition of AUC and the related financing as if they had occurred on January 1, 2017, the beginning of AUC’s most recently completed fiscal year.

The unaudited pro forma condensed combined financial information has been prepared using the significant accounting policies set forth in the Company’s annual report filed on Form 10-K for the year ended December 31, 2017 and, as updated, within the Company’s quarterly report filed on form 10-Q for the period ended June 30, 2018.

Except as discussed below, the Company has not identified any significant differences in the accounting policies used by the Company or AUC in the preparation of the unaudited pro forma condensed combined financial

information. The Company is in the process of completing a more detailed review of AUC’s significant accounting policies and, as a result, differences could be identified between the accounting policies of the Company and AUC that, when conformed, could have a material impact on the financial statements.

Revenues and Contract Costs

The Company adopted Accounting Standards Codification (“ASC”) 606 Revenue from Contracts with Customers and Subtopic 340-40 Other Assets and Deferred Costs – Contracts with Customers (collectively, “New Guidance”) on a full retrospective basis on January 1, 2018. AUC, a private company, had not adopted the New Guidance, and as a result, the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018 and unaudited pro forma condensed combined balance sheet as of June 30, 2018 include the impact of the New Guidance on the AUC historical financial information.

The impacts of the adoption on AUC’s primary sources of revenue and related costs are as follows:

Services and contract revenue. Services and contract revenue includes services related to the construction of wastewater treatment plants, which includes both equipment sales and installation services, and installation services related to the leasing of modular wastewater treatment plants. For the construction of wastewater treatment plants, AUC has historically accounted for these contracts on a percentage of completion basis as services are performed. Revenue recognition begins as costs are incurred on the construction of the wastewater treatment plant, which is typically prior to the delivery of the equipment to the customer site.  Under ASC 606, AUC determined that the equipment sales and installation services are considered a single performance obligation as the installation services are not considered distinct in the context of the agreement and are integral to the functionality of the equipment. Revenues for the construction of wastewater treatment plants is recognized as revenue as the construction is performed, using the input method, which typically begins once the equipment is delivered to the customer site, which is the point at which control of the wastewater treatment plant construction has been transferred to the customer.  As a result, the timing of revenue recognition under ASC 606 will commence at a later date than under the previous revenue recognition standard.

Installation services related to the leasing of modular wastewater treatment plants can be both embedded within a lease agreement or explicit in a separate contract with a third party. For contracts where the installation services are embedded within a lease agreement, AUC has historically allocated the revenue under the contract based on the relative fair value of the installation services and lease of equipment. AUC determined the installation services were a non-lease component of the contract with revenues being recognized on a percentage of completion basis as services are performed. Long-term receivables, which were established for the revenue recognized for the non-lease component, were amortized over the lease term as the cash from the customer was received and allocated. Revenues allocated to the lease component were recognized over the lease term. Under ASC 606, AUC determined the installation services embedded within a lease agreement, which are performed prior to lease commencement, do not meet the definition of a separate performance obligation as the services are not capable of being distinct within the context of the agreement. As a result, AUC will account for the installation services as a component of the lease and revenues for the entire contract, including both the installation and lease of equipment, will be recognized on a straight-line basis over the lease term.

Contract Costs. Historically, AUC has not recognized initial direct costs for contracts. Upon the adoption of ASC 606 and the conclusions reached with respect to installation services embedded within a lease agreement, the costs related to the installation services were determined to be an initial direct cost of the contract and, as a result, should be deferred and amortized over the initial term of the lease. The initial direct costs generally include contracted services, direct labor, materials, and allocable overhead directly related to resources required to install the related wastewater treatment equipment.

Reclassifications

Certain amounts in the historical consolidated financial statements of AUC have been reclassified within the “as adjusted” column in the unaudited pro forma condensed combined financial information so that presentation would conform with AquaVenture’s financial statement presentation and existing financial statement line items. These

reclassifications have no effect on previous reported total assets, total liabilities, and shareholders’ equity, or net income (loss) of AUC or AquaVenture.

These reclassifications include certain amounts reallocated between financial statement line items, including the separation of accounts payable and accrued expenses as described in Note 4 and the reclassification of amortization expense for intangible assets to selling, general and administrative expenses from other expense, as historically reported by AUC. 

The aggregate purchase price, which is subject to final adjustments, for the acquisition of AUC was approximately $131.7 million, including $127.8 million of cash, $2.0 million, or 121,956, of AquaVenture ordinary shares, and $1.9 million contingent consideration. The AquaVenture ordinary shares issued were based on a closing stock price of $16.75 on October 31, 2018, the day immediately prior to the transaction date. The $1.9 million of contingent consideration, which is stated at its estimated fair value, relates to the payment of up to $2 million contingent upon the collection of certain notes receivable which is expected to occur over the period of approximately 18 months after the closing of the acquisition.  

Of the $127.8 million of cash purchase price, approximately $110.0 million was funded from the proceeds of the Amended Corporate Credit Agreement while the remaining $17.8 million was funded from existing cash and cash equivalents.  

The following table summarizes the preliminary purchase price allocated to the estimated fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed based on AUC’s unaudited condensed combined balance sheet as of June 30, 2018 and is for illustrative purposes only: (in thousands):

Intangibles identified and valued related to the transaction include customer relationships, trade names, non-compete agreements and backlog. The final valuation of the intangibles identified is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth above. The estimated fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer. The estimated fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues. The estimated fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss. The estimated fair value of the backlog, which represents revenues and the related profit for contracts executed but not yet completed, was determined using the multi-period excess earnings method.  

The estimated weighted average useful life for customer relationships, trade names, non-compete agreements and backlogs is 15 years, 15 years, 3 years, and 0.7 years, respectively. 

Goodwill is composed of the acquired workforce and synergies not valued, and is not deductible for tax purposes.

The following is a description of the unaudited pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements:

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

The following pro forma adjustments are related to the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017:

The following pro forma adjustments are related to the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018: