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
April
28, 2026
Date
of Report (Date of earliest event reported)
Blue
Water Acquisition Corp. IV
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-43204 |
|
00-0000000
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
15
E. Putnam Avenue
Suite
363
Greenwich,
CT |
|
06830 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (203) 489-2110
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 |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 and one-half of one redeemable warrant |
|
BWIV.U |
|
New
York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
BWIV |
|
New
York Stock Exchange |
| Warrants,
each whole warrant exercisable for one Class A ordinary share |
|
BWIV.WS |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
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
7.01. Regulation FD Disclosure.
On
April 28, 2026, Blue Water Acquisition Corp. IV (“BWIV” or the “Company”), a special purpose acquisition
company, issued a press release announcing that it has entered into a letter of intent to acquire substantially all of Maha Capital AB
(“Maha”) subsidiaries inclusive of their respective assets and contracts, through a proposed business combination.
A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.
No
assurances can be made that the Company and Maha will successfully negotiate and enter into a definitive agreement, or that the proposed
business combination will be consummated on the terms or timeframe currently contemplated, or at all. No assurances can be provided as
to the entry into or timing of any definitive agreement or the consummation of any transaction. Any transaction would be subject to the
completion of satisfactory due diligence, the negotiation of a definitive agreement and related ancillary agreements providing
for the proposed business combination, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory
approvals, and other customary conditions.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language in such filings.
Additional
Information and Where to Find It
If
a definitive agreement is entered into in connection with the proposed business combination, the Company or a newly formed holding company
will prepare a registration statement on Form S-4, which will include a preliminary proxy statement of the Company containing information
about the proposed business combination and the respective businesses of the Company, Maha and the Maha subsidiaries,
as well as the prospectus relating to a potential newly formed holding company’s securities to be issued to in connection with
the completion of the proposed business combination, to be filed with the U.S. Securities and Exchange Commission (“SEC”).
In an instance where a definitive agreement is executed and after the registration statement is declared effective, the proxy statement/prospectus
will be mailed to the Company’s shareholders. The Company urges investors and other interested persons to read, when available,
the proxy statement/prospectus, as well as other documents filed with the SEC when they become available, because these documents
will contain important information about the proposed business combination. Such persons can also read the Company’s reports filed
with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders
in the consummation of the transactions described herein. The proxy statement/prospectus, once available, and the Company’s reports
can be obtained, without charge, at the SEC’s website (http://www.sec.gov).
Participants
in the Solicitation
The
Company or a newly formed holding company, Maha, the Maha subsidiaries, and their respective directors, executive officers and
other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of
the Company’s shareholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Company’s
reports filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies to the Company’s shareholders in connection with the proposed business combination will be set forth in the proxy
statement/prospectus for the proposed business combination when available. Information concerning the interests of Maha,
the Maha subsidiaries and the Company’s participants in the solicitation, which may, in some cases, be different than those
of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination
when it becomes available.
Forward-Looking
Statements:
All
information in this Current Report on Form 8-K concerning Maha and the Maha subsidiaries has been provided solely by Maha and
has not been independently verified by BWIV, which makes no representation or warranty as to the accuracy or completeness of such information
and assumes no obligation to update the information in this report, except as required by law. This report includes “forward-looking
statements” with respect to BWIV and Maha. The expectations, estimates, and projections of the businesses of Maha and BWIV may
differ from their actual results, and consequently, you should not rely on these forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect
to the execution and delivery of a definitive agreement with respect to the proposed business combination, future performance and anticipated
financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination,
and the timing of the completion of the proposed business combination. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of
the control of BWIV and Maha and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent
definitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth
in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set
forth in the letter of intent; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement
of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the shareholders of BWIV and Maha or other conditions to closing;
(4) the inability to obtain or maintain the listing of the combined company’s securities on the New York Stock Exchange, The Nasdaq
Stock Market LLC, or another national securities exchange following the proposed business combination; (5) the risk that the proposed
business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business
combination; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7)
costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) risks related to Maha’s
business, competition within the industry, the risks inherent in development projects and exploration activities, potential delays or
cost overruns in capital expenditures, the ability to secure necessary raw materials, compliance with regulatory requirements, environmental
and safety obligations, economic and market conditions, and political or geopolitical developments; and (10) other risks and uncertainties
included in documents filed or to be filed with the SEC by BWIV, Maha and the combined company. The foregoing list of factors is not
exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. BWIV and Maha
do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in events, conditions, or circumstances upon which any such statement is based,
except as required by law. Past performance by BWIV and Maha is not a guarantee of future performance. Therefore, you should not place
undue reliance on the historical record of the performance of BWIV and Maha as indicative of future performance of an investment or the
returns that BWIV and Maha will, or are likely to, generate going forward.
No
Offer or Solicitation
This
Current Report on Form 8-K and the exhibit hereto shall not constitute a solicitation of a proxy, consent, or authorization with respect
to any securities or in respect of the proposed transaction. This report and the exhibit hereto shall also not constitute an offer
to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell
any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions
or otherwise, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release dated April 28, 2026 |
| |
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Dated:
April 28, 2026 |
|
| |
|
| |
Blue
Water Acquisition Corp. IV |
| |
|
|
| |
By: |
/s/
Joseph Hernandez |
| |
Name:
|
Joseph
Hernandez |
| |
Title: |
Chief
Executive Officer |
