$500K sponsor note funds Blue Water III (NASDAQ: BLUW) with convert option

Rhea-AI Filing Summary

Blue Water Acquisition Corp. III entered into a financing deal with its sponsor by issuing a $500,000 convertible unsecured working capital promissory note. The note bears no interest and is due on the earlier of the company completing its initial business combination or being wound up. Upon completion of the business combination, the sponsor may elect to convert some or all of the principal into up to 50,000 New Units at $10.00 per unit. Each New Unit matches the private placement units from the IPO, consisting of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant allows the purchase of one Class A ordinary share at an exercise price of $11.50 per share under specified timing conditions. The note was issued in a private offering relying on Section 4(a)(2) of the Securities Act.

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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 26, 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.

Working Capital Note

On January 26, 2026, Blue Water Acquisition Corp. III (the “Company”) issued a convertible unsecured promissory note (the “Working Capital Note”) in the aggregate principal amount of $500,000.00 to Yorkville BW Acquisition Sponsor, LLC, a Florida limited liability company (the “Sponsor”), in order to provide the Company with additional working capital. Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Company on the earlier of the date on which Company consummates its initial business combination or the date that the winding up of the Company is effective; and is convertible at the Sponsor’s election upon the consummation of the Company’s initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Company’s initial public offering (each, a “New Unit”), rounded down to the nearest whole number.

The foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Working Capital Note, which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Working Capital Note shall be convertible into a maximum of 50,000 New Units. Each New Unit will consist of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A Ordinary Share, at an exercise price of $11.50 per share, which will become exercisable beginning at the later of 12 months from the closing of the SPAC’s initial public offering and 30 days after the completion of the Company’s initial business combination, subject to certain terms and conditions.

The Company has relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Working Capital Note.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Working Capital Note, dated January 26, 2026, issued by the Company to the Sponsor.
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 27, 2026

FAQ

What financing did Blue Water Acquisition Corp. III (BLUW) announce in this 8-K?

Blue Water Acquisition Corp. III issued a $500,000 convertible unsecured working capital promissory note to its sponsor, Yorkville BW Acquisition Sponsor, LLC, to provide additional working capital.

When is the $500,000 working capital note of BLUW due?

The principal on the working capital note is payable on the earlier of the date Blue Water Acquisition Corp. III consummates its initial business combination or the date the company’s winding up becomes effective.

Can the BLUW sponsor convert the working capital note into equity?

Yes. Upon consummation of the initial business combination, the sponsor may elect to convert all or part of the principal into New Units at $10.00 per unit, up to a maximum of 50,000 New Units.

What does each New Unit of Blue Water Acquisition Corp. III include?

Each New Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant can be exercised to buy one Class A ordinary share at an exercise price of $11.50 per share, subject to stated timing conditions.

How was the BLUW working capital note issued under securities laws?

The company relied on Section 4(a)(2) of the Securities Act of 1933, indicating the working capital note was issued in a private, non-public offering.

Who is the lender under Blue Water Acquisition Corp. III’s $500,000 note?

The lender is Yorkville BW Acquisition Sponsor, LLC, the sponsor of Blue Water Acquisition Corp. III.