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Blue Water Acquisition (BLUW) issues $750,000 note convertible into 75,000 units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Blue Water Acquisition Corp. III reported that Yorkville BW Acquisition Sponsor, LLC, an entity associated with director and 10% owner Mark Angelo, received an Amended and Restated Working Capital Note on August 11, 2026. The note has a $750,000 principal amount and is convertible into 75,000 units, each unit consisting of one Class A ordinary share and one-half warrant. This structure would result in 75,000 Class A ordinary shares and warrants to purchase 37,500 Class A ordinary shares at the sponsor’s discretion upon consummation of the initial business combination. The principal is payable on the earlier of completion of the initial business combination or the issuer’s winding up, and conversion is at the sponsor’s election upon consummation of the initial business combination. Mr. Angelo may be deemed to have beneficial ownership through layered entities but disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider ANGELO MARK, Yorkville BW Acquisition Sponsor, LLC
Role Director, 10% Owner | 10% Owner
Type Security Shares Price Value
Grant/Award Convertible Working Capital Note F1, F3, F2, F4 75,000 -- --
Grant/Award Convertible Working Capital Note F1, F3, F2, F4 37,500 -- --
Holdings After Transaction: Convertible Working Capital Note — 112,500 shares (Indirect, By Yorkville BW Acquisition Sponsor, LLC)
Footnotes (4)
  1. F1. On 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.
  2. F2. The 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.
  3. F3. The 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).
  4. F4. 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.
Working Capital Note Principal $750,000 Principal amount of Amended and Restated Working Capital Note issued to sponsor
Units Convertible 75,000 units Maximum units into which the note may be converted
Underlying Ordinary Shares 75,000 Class A ordinary shares Shares underlying the units issuable upon conversion of the note
Underlying Warrants 37,500 warrants Warrants to purchase Class A ordinary shares issuable upon conversion
Transaction Date August 11, 2026 Date of entry into Amended and Restated Working Capital Note
Amended and Restated Working Capital Note financial
"the Issuer entered into an Amended and Restated Working Capital Note ("Note") promising to pay"
units financial
"All amounts due under the Note may be converted into 75,000 units. Each unit consists of"
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
Rule 16b-3 regulatory
"is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
initial business combination financial
"upon the consummation of the business combinations. The warrants shall have the same terms"
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.
pecuniary interest financial
"Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein."

FAQ

What did BLUW disclose about the new working capital note on this Form 4?
Blue Water Acquisition Corp. III disclosed an Amended and Restated Working Capital Note with $750,000 principal, issued to Yorkville BW Acquisition Sponsor, LLC, that is convertible into 75,000 units tied to its initial business combination.

How many BLUW shares and warrants can the new note convert into?
The note may be converted into 75,000 units, each with one Class A ordinary share and one-half warrant, resulting in 75,000 Class A ordinary shares and warrants to purchase 37,500 Class A ordinary shares upon consummation of the initial business combination.

When is the BLUW working capital note due and when is it convertible?
The $750,000 note is payable on the earlier of Blue Water Acquisition Corp. III’s initial business combination or its winding up, and is convertible at the sponsor’s election upon consummation of the initial business combination.

Who holds the BLUW working capital note and what is Mark Angelo’s role?
The note is held by Yorkville BW Acquisition Sponsor, LLC. Yorkville Advisors entities manage the sponsor, and Mark Angelo, a director and 10% owner, may be deemed a beneficial owner but disclaims beneficial ownership except for his pecuniary interest.

Are the BLUW warrants from the note different from IPO warrants?
The filing states that the warrants issuable from the note will have the same terms and conditions as the warrants issued in Blue Water Acquisition Corp. III’s initial public offering, aligning their structural features.

Is the BLUW note acquisition treated as an exempt insider transaction?
Yes. The acquisition of the working capital note by the sponsor, and beneficial acquisition by its members, is described as an exempt transaction under Rule 16b-3 under the Securities Exchange Act of 1934.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 YORKVILLE ACQUISITION CORP
1012 SPRINGFIELD AVENUE
(Street)
MOUNTAINSIDE NEW JERSEY 07092
(City)(State)(Zip)
UNITED STATES
(Country)		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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Working Capital Note(1)(1)08/11/2026A75,000 (1) (2)Class A ordinary shares75,000(3)75,000IBy Yorkville BW Acquisition Sponsor, LLC(4)
Convertible Working Capital Note(1)(1)08/11/2026A37,500 (1) (2)Warrants37,500(3)37,500IBy Yorkville BW Acquisition Sponsor, LLC(4)
1. Name and Address of Reporting Person*
ANGELO MARK
(Last)(First)(Middle)
C/O YORKVILLE ACQUISITION CORP
1012 SPRINGFIELD AVENUE
(Street)
MOUNTAINSIDE NEW JERSEY 07092
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% 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 YORKVILLE ACQUISITION CORP
1012 SPRINGFIELD AVENUE
(Street)
MOUNTAINSIDE NEW JERSEY 07092
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. On 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.
2. The 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.
3. The 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).
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 Angelo08/13/2026
/s/ Mark Angelo, Yorkville BW Acquisition Sponsor, LLC08/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR