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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 21, 2026
Blue Water Acquisition Corp. III
(Exact name of Registrant as Specified in Its
Charter)
| Cayman Islands |
|
001-42692 |
|
33-2301550 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 1012 Springfield Avenue |
|
|
| Mountainside, New Jersey |
|
07092 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (201) 985-8300
N/A
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
BLUWU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BLUW |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
BLUWW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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 13(a) of the Exchange Act.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Indemnity Agreement
On January 21, 2026, the Board of Directors of
Blue Water Acquisition Corp. III (the “Company”) approved a new form of Indemnity Agreement (the “Indemnity Agreement”)
to be entered into with the Company’s directors and officers (each, an “Indemnitee”) who were appointed on November
25, 2025. The Indemnity Agreement supersedes and replaces the previous form of indemnity agreement filed as Exhibit 10.6 to the Company’s
Form 8-K filed on June 12, 2025, and to which the Company’s prior directors and officers, all of whom resigned on November 25, 2025,
were parties. The Company’s directors and officers who were appointed on November 25, 2025, were never party to such previous form
of indemnity agreement, and instead, will only be a party to the Indemnity Agreement.
Pursuant to the Indemnity Agreement, the Company
will, among other things, indemnify, hold harmless and exonerate each Indemnitee to the fullest extent permitted by applicable law and
the Company’s amended and restated memorandum and articles of association (the “A&R Memorandum and Articles”) if
the Indemnitee becomes involved in certain claims, proceedings or investigations by reason of the Indemnitee’s service to and activities
on behalf of the Company. The Indemnity Agreement also provides for the advancement of expenses (to the fullest extent not prohibited
by Cayman Islands or Delaware law, whichever is more favorable to the Indemnitee) and establishes procedures, as well as qualifications
and limitations, that will apply to claims for indemnification thereunder, subject to the Indemnity Agreement’s exclusions. Each
Indemnity Agreement is intended to provide contractual rights that supplement and are in furtherance of the indemnification provided in
the Company’s A&R Memorandum and Articles and applicable law.
The foregoing description of the Indemnity Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnity Agreement, which is filed
hereto as Exhibit 10.1 and which is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 10.1 |
|
Form of Indemnity Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUE WATER ACQUISITION CORP. III |
|
| |
|
|
| By: |
/s/ Troy Rillo |
|
| Name: |
Troy Rillo |
|
| |
Chief Financial Officer |
|
Date: January 22, 2026