SEC Form 4 · accession 0001271848-26-000005
Blue Water Acquisition Corp. III · BLUW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 11, 2026
Accepted (ET)
Aug 13, 2026 · 7:27 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002050501
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Working Capital NoteF1,F3,F4,F2 | — | Aug 11, 2026 | A | 75,000 | A | — | — | Class A ordinary shares | 75,000 | 75,000 | I |
| Convertible Working Capital NoteF1,F3,F4,F2 | — | Aug 11, 2026 | A | 37,500 | A | — | — | Warrants | 37,500 | 37,500 | I |
Explanation of responses
- F1On August 11, 2026, the Issuer entered into an Amended and Restated Working Capital Note ("Note") promising to pay Yorkville BW Acquisition Sponsor, LLC ( "Sponsor") $750,000. All amounts due under the Note may be converted into 75,000 units. Each unit consists of one Class A ordinary share ("Ordinary Shares") and one-half of one warrant to purchase one Ordinary Share, resulting in 75,000 Ordinary Shares and warrants to purchase 37,500 Ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combinations. The warrants shall have the same terms and conditions as the warrants issued in the initial public offering. The acquisition of the Note by the Sponsor, and the beneficial acquisition of the Note by the Sponsor's members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1934, as amended.
- F2The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination.
- F3The Issuer's Ordinary Shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-285075).
- F4Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.