Form 4: ANGELO MARK reports acquisition/exercise transactions in BLUW

Rhea-AI Filing Summary

ANGELO MARK reported acquisition or exercise transactions in a Form 4 filing for BLUW. The filing lists transactions totaling 1 shares at a weighted average price of $500,000.00 per share. Following the reported transactions, holdings were 1 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ANGELO MARK

(Last) (First) (Middle)

C/O BLUE WATER ACQUISITION CORP. III

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NJ 07092

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Water Acquisition Corp. III [ BLUW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Working Capital Note(1)	$10(2)	01/26/2026		A(1)		1		(2)(3)	(2)(3)	Units(2)(3)	50,000(2)(3)	$500,000(1)	1	I	See Footnote(4)

1. Name and Address of Reporting Person^*

ANGELO MARK

(Last) (First) (Middle)

C/O BLUE WATER ACQUISITION CORP. III

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NJ 07092

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Yorkville BW Acquisition Sponsor, LLC

(Last) (First) (Middle)

C/O BLUE WATER ACQUISITION CORP. III

1012 SPRINGFIELD AVENUE

(Street)

MOUNTAINSIDE NJ 07092

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On January 26, 2026, the Issuer issued a convertible promissory note (the "Working Capital Note") in the principal amount of $500,000.00 to Yorkville BW Acquisition Sponsor, LLC (the "Sponsor"), in order to provide the Issuer with additional working capital. The acquisition of the Working Capital Note by the Sponsor, and through it, the beneficial acquisition of the Working Capital Note by the Sponsor's members and interest holders, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

2. Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; 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 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 Issuer's initial public offering, rounded down to the nearest whole number.

3. Each unit will consist of (a) one Class A ordinary share and (b) one-half of one warrant to purchase one Class A ordinary share, at an exercise price of $11.50 per share, which will become exercisable at the later of (i) 12 months from the closing of the Issuer's initial public offering and (ii) 30 days after the completion of the Issuer's initial business combination, and expiring 5 years after the completion of the Issuer's initial business combination, or earlier upon redemption or liquidation.

4. Yorkville 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.

	/s/ Mark Angelo	02/17/2026
	/s/ Mark Angelo, Yorkville BW Acquisition Sponsor, LLC	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did BLUW report in this Form 4?

Blue Water Acquisition Corp. III reported its sponsor acquired a $500,000 convertible Working Capital Note. The note provides additional working capital and is structured as a derivative security that can convert into units identical to the company’s IPO private placement units upon a future business combination.

Who acquired the Working Capital Note related to BLUW and in what amount?

Yorkville BW Acquisition Sponsor, LLC acquired a convertible Working Capital Note with a $500,000 principal amount. This sponsor-level financing is intended to supply additional working capital to Blue Water Acquisition Corp. III while it pursues its initial business combination or prepares for possible winding up.

How and when can the BLUW Working Capital Note be converted?

The Working Capital Note can be converted at the sponsor’s election upon completion of Blue Water’s initial business combination. Principal converts at $10.00 per unit into units identical to IPO private placement units, with the elected principal amount rounded down to the nearest whole unit at conversion.

What does each BLUW unit received on conversion of the note include?

Each unit consists of one Class A ordinary share and one-half of one warrant to purchase a Class A ordinary share. The warrant’s exercise price is $11.50 per share and it has defined exercisability and expiration terms linked to the IPO closing and business combination timing.

When do the BLUW warrants underlying these units become exercisable and when do they expire?

The warrants become exercisable at the later of 12 months from Blue Water’s IPO closing or 30 days after completing its initial business combination. They expire five years after that business combination, or earlier if the company redeems the warrants or proceeds to liquidation.

How is Mark Angelo related to the BLUW sponsor’s Working Capital Note?

Mark Angelo is president of Yorkville Advisors Global II, LLC, which ultimately oversees the sponsor’s investment decisions. He may be deemed to have beneficial ownership of securities held by the sponsor but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.