Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on January 12, 2024.

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CONSOLIDATED WATER CO. LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands, B.W.I.

98-0619652

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Regatta Office Park

Windward Three, 4th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

N/A

(Address of principal executive offices)

(Zip Code)

Employee Share Incentive Plan

and

Employee Share Option Plan

(Full title of the plan)

David W. Sasnett

Chief Financial Officer

c/o Aquilex, Inc.

5810 Coral Ridge Drive, Suite 220

Coral Springs, Florida 33076

(Name and address of agent for service)

(954) 509-8200

(Telephone number, including area code, of agent for service)

With a copy to:

Driscoll R. Ugarte, Esq.

Duane Morris LLP

5100 Town Center Circle, Suite 400

Boca Raton, Florida 33486

(561) 962-2100

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
	Smaller reporting company ☒	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

The Registrant maintains an Employee Share Incentive Plan under which employees (other than directors and officers), after four consecutive years of employment, become eligible to receive redeemable preference shares, par value CI$0.50 per share (“Preference Shares”), for no consideration. Once an individual becomes eligible for this plan, they are awarded Preference Shares on the 90^th day after the date of the independent registered public accountants’ audit opinion on the Registrant’s consolidated financial statements and on such day of each subsequent year of the individual's employment for as long as the individual remains employed with the Registrant. If the employee remains with the Registrant through the fourth anniversary of a grant date, the Preference Shares must be converted into ordinary shares, par value CI$0.50 per share (the “Ordinary Shares”), on a one for one basis. In addition, at the time the Preference Shares are granted, the employee receives an option to purchase an equal number of Preference Shares at a discount to the average trading price of the Ordinary Shares for the first seven days of the October immediately preceding the date of the Preference Share grant. If these options are exercised, the Preference Shares obtained must also be converted to Ordinary Shares if the employee remains with the Registrant through the fourth anniversary of a grant date. Each employee’s option to purchase Preference Shares must be exercised within 30 days of the grant date, which is the 90^th day after the date of the independent registered public accountants’ audit opinion on the Registrant’s consolidated financial statements. Preference Shares not subsequently converted to Ordinary Shares are redeemable only at the discretion of the Registrant.

The Registrant also maintains an Employee Share Option Plan under which four long-serving employees of the Registrant are granted in each calendar year, as long as the employee is a participant in the Employee Share Option Plan, options to purchase Ordinary Shares. The price at which the option may be exercised is the closing market price of the Registrant’s Ordinary Shares on the grant date, which is the 40^th day after the date of the Registrant’s annual shareholder meeting. The number of options each employee is granted is equal to five times the sum of (i) the number of Preference Shares that employee receives for $nil consideration and (ii) the number of options for Preference Shares that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the 30^th day after the fourth anniversary of the grant date.

This Registration Statement registers the Ordinary Shares issuable upon (i) the conversion of the Preferred Shares issued under the Employee Share Incentive Plan and (ii) the exercise of the options under the Employee Share Option Plan. The inclusion of such shares herein does not necessarily represent a present intention of (a) the participants under the Employee Share Incentive Plan to exercise their options, to convert their Preference Shares into Ordinary Shares or sell any or all such Ordinary Shares or (b) the holders of the options under the Employee Share Option Plan to exercise such options or sell any or all such Ordinary Shares.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the participants in the Employee Share Incentive Plan and the employees granted options under the Employee Share Option Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the U.S. Securities and Exchange Commission (the “Commission”), but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.Registrant Information and Employee Plan Annual Information.

The Registrant will furnish, without charge, to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement. All such documents are incorporated by reference in the Section 10(a) prospectus. The Registrant will also furnish, without charge, to each such person, upon the written or oral request of such person, a copy of other documents required to be delivered pursuant to Rule 428(b) under the Securities Act. Requests should be directed to the Vice President of Finance at Consolidated Water Co. Ltd., Attention: Vice President of Finance, 5810 Coral Ridge Drive, Suite 220, Coral Springs, FL 33076, having a general telephone number of (954) 509-8200.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on March 30, 2023;

all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above;

the description of the Registrant’s ordinary shares, CI$0.50 (approximately US$0.60) per share, contained in Amendment No. 1 to the Registrant’s Registration Statement on Form F-3 filed with the Commission on November 24, 2006.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in a subsequently filed document incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Under Article 39 of the Registrant’s Articles of Association and indemnification agreements, the Registrant will indemnify its directors and officers from and against all actions, proceedings, costs, charges, losses, damages and expenses incurred in connection with their service as a director or officer. The Registrant will not indemnify its officers or directors for actions, proceedings, costs, charges, losses, damages and expenses incurred by these officers or directors as a result of their willful neglect or default of their obligations to the Registrant.

In addition, the Registrant carries directors’ and officers’ liability insurance.

Item 7.Exemption from Registration Claimed.

Not applicable.


Item 8.	Exhibits.


	4.1		Amended and Restated Memorandum of Association of Consolidated Water Co. Ltd. dated May 23, 2022 (incorporated by reference to Exhibit 3.1 filed as part of the Registrant’s Form 8-K filed May 27, 2022, Commission File No. 0-25248).

	4.2		Amended and Restated Articles of Association of Consolidated Water Co. Ltd. dated May 23, 2022 (incorporated by reference to Exhibit 3.2 filed as part of the Registrant’s Form 8-K filed May 27, 2022, Commission File No. 0-25248).

	4.3		Employee Share Incentive Plan. *

	4.4		Employee Share Option Plan (incorporated herein by reference to Exhibit 10.26 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)

	5.1		Opinion of Ogier (Cayman) LLP regarding legality of securities being registered. *

	23.1		Consent of Marcum LLP. *

	23.3		Consent of Ogier (Cayman) LLP (included in Exhibit 5.1)*

	24.1		Power of Attorney (included on signature pages of this Registration Statement). *

	107.1		Filing Fee Table *


	*	Filed herewith.


Item 9.	Undertakings.

a. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.

Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

b. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Grand Cayman, Cayman Islands on this 12^th day of January, 2024.


CONSOLIDATED WATER CO. LTD.

By:		/s/ Frederick W. McTaggart
		Frederick W. McTaggart
		President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frederick W. McTaggart and David W. Sasnett, jointly and severally, as attorneys-in-fact and agent, each with power of substitution, for such person in any and all capacities, to sign any and all amendments and post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agent, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Signature		Title	Date

By:	/s/ Wilmer F. Pergande	Chairman of the Board of Directors	January 12, 2024
	Wilmer F. Pergande

By:	/s/ Frederick W. McTaggart	Director, Chief Executive Officer and President	January 12, 2024
	Frederick W. McTaggart	(Principal Executive Officer)

By:	/s/ David W. Sasnett	Chief Financial Officer and Executive Vice President	January 12, 2024
	David W. Sasnett	(Principal Financial and Accounting Officer)

By:	/s/ Linda Beidler-D’Aguilar	Director	January 12, 2024
	Linda Beidler-D’Aguilar

By:	/s/ Brian E. Butler	Director	January 12, 2024
	Brian E. Butler

By:	/s/ Carson K. Ebanks	Director	January 12, 2024
	Carson K. Ebanks

By:	/s/ Clarence B. Flowers, Jr.	Director	January 12, 2024
	Clarence B. Flowers, Jr.

By:	/s/ Leonard J. Sokolow	Director	January 12, 2024
	Leonard J. Sokolow

By:	/s/ Raymond Whittaker	Director	January 12, 2024
	Raymond Whittaker

Exhibit 4.3

SHARE INCENTIVE PLAN

THIS PARTICIPATION AGREEMENT is made on the ________ day of___________, 20__

BETWEEN:THE COMPANY

AND:THE EMPLOYEE

RECITALS:-

(A)	The Employee has been employed by a Group Company from the Employment Date.

(B)	The Company has established the Plan for the benefit of the Participants.

(C)	In consideration of the Employee’s continued employment with a Group Company, the Employee will become a Participant and the Company will as more particularly set out below make available to the Employee Redeemable Shares on preferential terms.

IT IS AGREED:-

1.	In this Agreement, unless the context otherwise requires, singular words include the plural, words of one gender include any other gender and the following expressions have the following meanings:-

(1)

“the Company” means Consolidated Water Co. Ltd. of P.O. Box 1114 GT, Grand Cayman, Cayman Islands B.W.I.;

(2)

“the Employee” means the person described in Item 1 of the Schedule;

(3)

“the Employment Date” means the date set out in Item 2 of the Schedule;

(4)

“the First Financial Year” means the Company’s financial year ended on the date set out in Item 3 of the Schedule, being the financial year in which the Employee became a Participant;

(5)

“the Grant Date” means the tenth business day after the date of the Company’s Annual General Meeting at which the financial statements for the relevant financial year are approved;

(6)

“Group Company” means the Company and any company (“the Subsidiary”) of which the issued share capital having ordinary unconditional voting power to elect a majority of its board of directors or in which the interest in its capital or profits is directly owned or controlled by (i) the Company, (ii) the Company and one or more of its other Subsidiaries or (iii) one or more of the Company’s Subsidiaries;

(7)

“Issue Price” means three-quarters of the average of the closing market price of each Ordinary Share on each of the first seven (7) trading days in the month of October of the relevant financial year;

(8)

“Ordinary Shares” means ordinary shares of CI$1.00 each in the capital of the Company;

(9)

“Participant” means an employee of any Group Company, other than a director or officer, who has been employed to one or more Group Companies for at least four (4) years and still remains so employed on the relevant Grant Date; and for the purposes of this definition, the period of employment to –a Group Company at a time when it was not a Group Company must be disregarded;

(10)

“Plan” means the Share Incentive Plan established by the Company for the benefit of the Participants and evidenced in respect of the Employee by this Agreement;

(11)

“Redeemable Shares” means Redeemable Preference Shares of CI$1.00 each in the capital of the Company.

In respect of the First Financial Year and for each complete financial year thereafter during which the Employee continues as an employee of a Group Company and provided in both cases that he is still so employed on the next succeeding Grant Date, the Company will issue without payment to the Employee the number of Preference Shares arrived at by the application of the following formula:-


BS	x	DP	x	l	x	l
		SE		2		1P

Where:-

is the Employee’s total base salary (excluding overtime and any benefits or other additional compensation), converted into United States Dollars at the prevailing exchange rate at the close of business on the Grant Date, for the relevant financial year or part, and in respect of the First Financial Year is to be multiplied by a fraction of which the number of completed months in that First Financial Year after the Employee becomes a Participant is the numerator and 12 is the denominator;

is the total of dividends paid to its shareholders in, or declared in respect of, the relevant financial year by the Company;

is the total stockholders’ equity of the Company as at December 31^stof the relevant financial year as disclosed by the Company’s Audited Financial Statements; and

is the Issue Price.

3.	The calculation of the number to be issued, and the issue, of the Preference Shares to the Employee will be made on the Grant Date.

In addition to the Preference Shares to be issued to the Employee, the Employee may within thirty (30) days of the Grant Date subscribe for cash for further Preference Shares not exceeding the number of Preference Shares issued to him under Clauses 2 and 3 at the Issue Price for each Preference Share. The Employee may exercise this option by written notice to the Company enclosing full payment and the Company will issue the Preference Shares so subscribed for within ten (10) business days.

5.	If any dispute arises as to the number of Preference Shares to be issued to the Employee under Clauses 2 to 4 (inclusive), the matter must be referred to the Company’s auditors whose determination, acting as experts, not as arbitrators, will be final and binding on all parties.

If:-

(1)

the Employee is still employed. by a Group Company on the fourth anniversary of each Grant Date, then in respect of each Preference Share held by him for at least four years, or

(2)

any person or affiliated group of persons acquires thirty percent (30%) or more of the issued Ordinary Shares, then in respect of each Preference Share held by the Employee (whether or not held for four years),

the Company must make an offer to the Employee to redeem those Preference Shares in exchange for the same number of Ordinary Shares and the Employee must accept that offer and surrender to the Company the share certificate(s) covering the relevant Preference Shares for cancellation. The Company will issue a certificate for the requisite number of Ordinary Shares to the Employee within ten (10) business days of the surrender of the Preference Share certificate to it.

For the purposes of this Clause, the Company’s directors have the sole right in their absolute discretion to determine whether any persons constitute an affiliated group of persons and their determination in any particular case is final.

7.	If the Employee’s employment with a Group Company terminates otherwise than by reason of:-

(1)

his death, or

(2)

his permanent disability rendering him unable to work, or

(3)

his reaching the age of sixty-five (65) years, whether or not he retires,

then the Company may but is not obliged to, at any time up to and including the first anniversary of that termination give notice to the Employee that it intends to redeem his Preference Shares for cash at the Issue Price in respect of each Preference Share and that redemption must be completed by the Employee surrendering the share certificate(s) for the Preference Shares to the Company and the Company paying the Employee for the Preference Shares within thirty (30) days of the date of the notice.

8.	If the Employee’s employment with a Group Company terminates by reason of:

(1)

his death, or

(2)

his permanent disability rendering him unable to work, or

(3)

his reaching the age of sixty-five (65) years and retiring,

then the Company must within thirty (30) days of that termination give notice to the Employee that it intends to redeem his Preference Shares in exchange for an equal number of Ordinary Shares and that redemption must be completed by the Employee surrendering the share certificate(s) for the Preference Shares to the Company and the Company issuing him the requisite number of Ordinary Shares within thirty (30) days of the date of the notice.

9.	For the avoidance of doubt, the Company is under no obligation to issue Preference Shares in respect of a financial year in or in respect of which no dividends are declared or paid.

10.

The Company may amend or terminate this Agreement at any time by notice to the Employee and, in the event of termination, the Company will be under no further obligation to issue further Preference Shares in respect of any financial year, future, current or past, but no modification or termination will prejudice the Company’s rights under Clauses 7 and 8 in respect of issued Preference Shares.

11.	All notices given pursuant to this Agreement must be in writing and must be delivered either by hand or by registered post to the respective addresses set out above. Notices will be deemed to be delivered three (3) days after proof of posting.

12.	This Agreement is governed by and must be construed in accordance with the laws of the Cayman Islands and the parties submit to the jurisdiction of the Cayman Islands courts.

THE SCHEDULE

Item 1:

The Employee is ____________________ of ________________ _____________________.

Item 2:

The Employment Date is the ____ day of _______________, _______.

Item 3:

The First Financial Year is the year ended 31^stDecember, _____.

Company by

presence of:-

SIGNED for and on behalf of

the Company by

in the presence of:-

)
)
)
)
)
)

CONSOLIDATED WATER CO. LTD.

Per:

Director

Witness

presence of:-

SIGNED by the Employee in the

in the presence of:-

)
)
)
)
)

Witness

Exhibit 5.1

Consolidated Water Co. Ltd. Regatta Office Park Windward Three, 4th Floor West Bay Road, P.O. Box 1114 Grand Cayman, KY1-1102 Cayman Islands	D +1 345 815 1855
		E james.bergstrom@ogier.com

		Reference: 426664.00006

	12 January 2024

Consolidated Water Co. Ltd. (the Company)

We have acted as Cayman Islands legal advisers to the Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Act) to date relating to the issuance by the Company of ordinary shares of par value CI$0.50 each (the Ordinary Shares) upon (a) the conversion of redeemable preference shares of par value CI$0.50 each (Preference Shares) issued pursuant to the Company's Employee Share Incentive Plan (the Incentive Plan) and (b) the exercise of options issued pursuant to the Company's Employee Share Option Plan (the Option Plan, and together with the Incentive Plan, the Plans).

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1 or the Registration Statement, as applicable. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

1	Documents examined

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. In addition, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting, the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

Ogier (Cayman) LLP

89 Nexus Way

Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

T +1 345 949 9876

F +1 345 949 9877

ogier.com

A list of Partners may be inspected on our website

Consolidated Water Co. Ltd.

12 January 2024

2	Assumptions

In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.

3	Opinions

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:

Corporate status

(a)

The Company has been duly incorporated as an ordinary resident company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar).

Issue of Ordinary Shares

(b)

When allotted, issued and paid for as contemplated in the Registration Statement and the relevant Plan and duly entered as fully paid into the Company’s register of members, the issue and allotment of the Ordinary Shares pursuant to each Plan will be authorised by all requisite corporate action of the Company and the Ordinary Shares will be validly issued and allotted and (assuming that all of the required consideration is received by the Company) fully paid and non-assessable. As a matter of Cayman Islands law, the Ordinary Shares are only issued when they have been entered into the register of members of the Company.

4	Matters not covered

We offer no opinion:

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Registration Statement or the M&A to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or

(c)

as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any agreement, deed or document entered into by or binding on the Company.


	2

Consolidated Water Co. Ltd.

12 January 2024

5	Governing law of this opinion

5.1	This opinion is:

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

(b)

limited to the matters expressly stated in it; and

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

5.2	Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

6	Consent

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Ogier

Ogier (Cayman) LLP


	3

Consolidated Water Co. Ltd.

12 January 2024

SCHEDULE 1

Documents examined

1	The Certificate of Incorporation of the Company dated 31 August 1973 and the Certificate of Incorporation on Change of Name dated 4 December 1998 issued by the Registrar (together, the Certificate of Incorporation).

2	The amended and restated memorandum and articles of association of the Company, as adopted by special resolution passed on 23 May 2022 (together, the M&A).

3	A Certificate of Good Standing dated 3 January 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company.

A certificate as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director's Certificate), having attached to it a certified extract of the minutes of the meeting of the board of directors of the Company held on 15 November 2023 (the Board Resolutions).

5	An extract of the minutes of a meeting of the directors of the Company held on 29 February 2000 and the minutes of the annual general meeting of the members of the Company held on 8 April 1987.

6	The Registration Statement.

7	The Incentive Plan.

8	The Option Plan (as set out in Exhibit 10.26 filed as a part of the Company's Form 10-K for the fiscal year ended 31 December 2001, Commission File No. 0-25248).

9	The Register of Writs and Other Originating Process maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 12 January 2024 (the Register of Writs).


	4

Consolidated Water Co. Ltd.

12 January 2024

SCHEDULE 2

Assumptions

Assumptions of general application

1	All original documents examined by us are authentic and complete.

2	All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete.

3	All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.

4	The M&A are in full force and effect and have not been amended, varied, supplemented or revoked in any respect.

Each of the Certificate of Incorporation, the M&A, the Good Standing Certificate, the Director's Certificate, and the Board Resolutions is accurate and complete as at the date of this opinion and will remain accurate and complete as at the date of the issuance of Ordinary Shares. Without limiting the foregoing, all corporate authorisations in force on the date hereof in respect of the Company will remain in full force and effect on the date of the issuance of Ordinary Shares.

Where a document has been provided to us in draft or undated form, such document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a document marked to show changes from a previous draft, all such changes have been accurately marked.

7	There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Ordinary Shares are issued.

Status and Authorisation

8	In authorising the issue and allotment of Ordinary Shares, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her.

9	Any individuals who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to sign such documents and give such information.

None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence, the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company.

There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Registration Statement or either Plan or the transactions contemplated by any such document or restrict the powers and authority of the Company in any way.


	5

Consolidated Water Co. Ltd.

12 January 2024

12	None of the transactions contemplated by the Registration Statement or either Plan relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (the Companies Act) of the Cayman Islands.

Shares

The issued shares of the Company have been issued at an issue price in excess of the par value thereof and have been entered on the register of members of the Company as fully paid, and the Ordinary Shares and the Preference Shares shall be issued at an issue price in excess of the par value thereof.

Authorisations

No Ordinary Shares will be issued unless and until all required approvals (including shareholder approvals) required by the rules and regulations of the Nasdaq Stock Market LLC have been obtained. Any conditions to which such approvals are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them.

15	Each Plan has been or will be duly approved and unconditionally delivered (to the extent applicable) by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

16	Each Plan is, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with its terms under all relevant laws.

17	If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction.

Sovereign immunity

18	The Company is not a sovereign entity of any state and does not have sovereign immunity for the purposes of the UK State Immunity Act 1978 (which has been extended by statutory instrument to the Cayman Islands).


	6

Consolidated Water Co. Ltd.

12 January 2024

SCHEDULE 3

Qualifications

Good Standing

Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

Register of Writs

3	Our examination of the Register of Writs cannot conclusively reveal whether or not there is:

(a)any current or pending litigation in the Cayman Islands against the Company; or

(b)

any application for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the Company or any of its assets,

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

Limited liability

We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder.

Non-assessable

5	In this opinion the phrase “non-assessable” means, with respect to Ordinary Shares, that a member of the Company shall not, solely by virtue of its status as a member of the Company, be


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Consolidated Water Co. Ltd.

12 January 2024

liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

Private Funds

6	A company, unit trust or exempted limited partnership that is a "private fund", as such term is defined in the Private Funds Act (Revised), is prohibited from accepting capital contributions from investors in respect of investments until it is registered with the Cayman Islands Monetary Authority.


	8

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Registration Statement of Consolidated Water Co. Ltd. on Form S-8 of our report dated March 30, 2023 with respect to our audits of the consolidated financial statements of Consolidated Water Co. Ltd. as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, appearing in the Annual Report on Form 10-K of Consolidated Water Co. Ltd. for the year ended December 31, 2022.

/s/ Marcum LLP

Marcum LLP

West Palm Beach, FL

January 12, 2024

Exhibit 107.1

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security
Type

Security

Class

Title

Fee

Calculation

Rule

Amount

Registered (1)

Proposed

Maximum

Offering

Price Per

Share (2)

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Equity

Ordinary Shares, par value CI$0.50 per share

Rule 457(a)

225,000

$32.56

$7,326,000

$147.60 per $1,000,000

$1,081.32

Equity

Ordinary Shares, par value CI$0.50 per share

Rule 457(a)

25,000

$32.56

$814,000

$147.60 per $1,000,000

$120.15

Total Offering Amounts

$8,140,000

$1,201.47

Total Fee Offsets

—

Net Fee Due

$1,201.47

(1)

This Registration Statement registers 225,000 ordinary shares, par value CI$0.50 per share (the “Ordinary Shares”), of Consolidated Water Co. Ltd. (the “Registrant”) for issuance under the Registrant’s Employee Share Incentive Plan and 25,000 Ordinary Shares for issuance under the Registrant’s Employee Share Option Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that become issuable under the Registrant’s Employee Share Incentive Plan and Employee Share Option Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding Ordinary Shares.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of the Registrant’s Ordinary Shares as reported on The Nasdaq Global Select Market on January 9, 2024.

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