Exhibit: 10.32

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE Apnimed, Inc.

2026 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:
No. of Shares:
Grant Date:

Pursuant to the Apnimed, Inc. 2026 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Apnimed, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.00001 per share (the “Stock”) of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form

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APNIMED, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Apnimed, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Apnimed, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). 558,767 shares of Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Common Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1,676,301 shares of Common Stock, (ii) 1% of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in Section 1). The Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”). I

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STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES AND CONSULTANTS

UNDER THE APNIMED, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:	$
Type of Option:	[Incentive Stock Option][Non-Qualified Stock Option]
Grant Date:
Expiration Date:

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APNIMED, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Apnimed, Inc. 2026 Stock Option and Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Apnimed, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act”means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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TWENTY-FIFTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

July 22, 2026

This Twenty-Fifth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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APNIMED, INC.

FORM OF INDEMNIFICATION AGREEMENT

(For Officers of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide] [continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Second Amended and Restated Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company requires indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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Exhibit: 10.31

RESTRICTED STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER the Apnimed, Inc.

2026 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:
No. of Restricted Stock Units:
Grant Date:

Pursuant to the Apnimed, Inc. 2026 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Apnimed, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.00001 per share (the “Stock”) of the Company.

1.

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apnimed, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1. Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Apnimed, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2. Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

3. Administration

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APNIMED, INC.

FORM OF INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide or continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Second Amended and Restated Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company requires indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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APNIMED, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

ThepurposeofthisNon-Employee DirectorCompensationPolicy (the “Policy”) of Apnimed, Inc., a Delaware corporation (the“Company”)isto provideacompensationpackagethatenablestheCompany toattractandretain,onalong-termbasis,high-caliberdirectorswhoarenotemployeesorofficersoftheCompany orits subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). Infurtherance ofthepurpose statedabove,allOutside Directorsshallbe paid compensation for services provided to theCompanyas Outside Directors as set forth below; provided that, unless otherwise determined by the Board of Directors, Outside Directors who are employees of, or otherwise affiliated with, an institutional investor in the Company shall not be eligible to receive compensation under this Policy:

Cash Retainers

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Watu Metals Acquisition Corporation

[Address]

Chardan Capital Markets, LLC

1 Penn Plaza, Suite 4800

New York, NY 10119

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC, as the representative (the “Representative”) of the underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 13 hereof.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ______, 2026, by and among Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Waru Capital Holding Limited, a Cayman Islands exempted company (the “Investor”).

RECITALS

WHEREAS, an aggregate of 2,875,000 Ordinary Shares were issued to the Sponsor, of which an aggregate of up to 375,000 Ordinary Shares are subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option in connection with the Company’s initial public offering (“IPO”) is not exercised in full or in part;

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