Blue Water Acquisition Corp. III (BLUW) sets $750,000 no-interest convertible sponsor note
Rhea-AI Filing Summary
Blue Water Acquisition Corp. III entered into an amended and restated convertible unsecured working capital note with its sponsor, Yorkville BW Acquisition Sponsor, LLC. The new note has an aggregate principal amount of $750,000, reflecting a prior $500,000 advance and an additional $250,000 advanced on August 11, 2026 for working capital.
The note bears no interest and is payable on the earlier of the company’s initial business combination or its winding up. At the sponsor’s election upon consummation of the initial business combination, up to $750,000 of principal may convert into a maximum of 75,000 New Units at $10.00 per unit. Each New Unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable at $11.50 per share starting 30 days after completion of the initial business combination. The issuance relies on Section 4(a)(2) of the Securities Act.
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Insights
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8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Amended note principal: $750,000.00
Prior note principal: $500,000.00
Additional advance: $250,000
+4 more
7 metrics
Amended note principal
$750,000.00
Aggregate principal amount of the Amended and Restated Working Capital Note
Prior note principal
$500,000.00
Principal amount of the original working capital note issued January 26, 2026
Additional advance
$250,000
Additional working capital advanced by the sponsor on August 11, 2026
Conversion price per unit
$10.00 per unit
Price at which principal may convert into New Units upon initial business combination
Maximum New Units
75,000 units
Maximum number of New Units issuable upon full conversion of the note
Warrant exercise price
$11.50 per share
Exercise price for each whole warrant included in the New Units
Warrant structure
1/2 warrant per unit
Each New Unit includes one-half of one redeemable warrant
Key Terms
convertible unsecured promissory note, initial business combination, private placement units, redeemable warrant, +1 more
5 terms
convertible unsecured promissory note financial
"the Company issued a convertible unsecured promissory note"
initial business combination financial
"the date on which the Company consummates its initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
private placement units financial
"units identical to the private placement units issued in connection with the Company’s initial public offering"
redeemable warrant financial
"one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase"
A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"relied upon Section 4(a)(2) of the Securities Act of 1933, as amended"
Offering Details
shelf/ATM
Offering
Offering Type
shelf/ATM
Use of Proceeds
Working capital for the company prior to its initial business combination
FAQ
What did BLUW disclose about its amended working capital note on August 11, 2026?
Blue Water Acquisition Corp. III issued an amended and restated $750,000 convertible unsecured promissory note to its sponsor, replacing a prior $500,000 note and adding $250,000 of new working capital funding.
How is the $750,000 working capital note for BLUW structured and when is it due?
The $750,000 note bears no interest and is payable on the earlier of completion of BLUW’s initial business combination or the effective date of its winding up, providing bridge working capital financing.
What are the conversion terms of Blue Water Acquisition Corp. III’s new working capital note?
Upon consummation of its initial business combination, the sponsor may elect to convert principal into up to 75,000 New Units at $10.00 per unit, each unit mirroring the private placement units from the IPO.
What does each New Unit of BLUW consist of under the amended note?
Each New Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant allows the purchase of one Class A share at $11.50 per share, exercisable 30 days after the initial business combination.
Under which exemption was BLUW’s amended working capital note issued?
The company relied on Section 4(a)(2) of the Securities Act of 1933, using a private offering exemption in connection with issuing the amended and restated $750,000 working capital note to its sponsor.
AI-generated analysis. How Rhea-AI works. Not financial advice.
