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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
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 |
Exhibit
99.1
BLUE
WATER ACQUISITION CORP. IV ANNOUNCES LETTER OF INTENT FOR A PROPOSED ACQUISITION OF MAHA CAPITAL AB SUBSIDIARIES, CREATING A PUBLIC PLATFORM
WITH VENEZUELAN ENERGY EXPOSURE AND HIGH-GROWTH AI FINTECH BUSINESS
NEW
YORK, April 28, 2026 /PRNewswire/ — Blue Water Acquisition Corp. IV (NYSE: BWIV) (“BWIV”), a publicly
listed special purpose acquisition company (the “Company”), today announced that it has entered into a letter of intent (“LOI”)
to acquire substantially all of Maha Capital AB (“Maha”) subsidiaries inclusive of their respective assets and contracts
expected to result in the formation of a publicly traded company listed on the New York Stock Exchange (NYSE). The Company will be headquartered
in New York City and will create a differentiated portfolio of energy and financial technology assets.
The
transaction is expected to provide investors with exposure to a uniquely positioned energy platform. A central component of the acquisition
is Maha’s subsidiaries and affiliated entities holding exposure to Venezuelan energy-related assets that may operate under authorizations
issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including General License
52 (“GL 52”), subject to regulatory compliance and applicable approvals. These authorizations, where applicable, provide
a structured legal framework for certain activities involving Venezuela’s energy sector in accordance with U.S. sanctions laws.
According
to the U.S. Department of Energy, Venezuela holds the largest proven oil reserves in the world, primarily concentrated in the Orinoco
Belt. Despite the scale of these resources, production has declined materially over the past decade due to underinvestment and infrastructure
constraints, creating a significant opportunity for capital, technology, and operational expertise to unlock value over time. Upon completion
of the transaction, the Company is expected to be among a limited number of publicly traded platforms offering exposure to Venezuelan
energy assets within an OFAC-compliant structure. This positioning provides investors with potential access to a globally significant
resource base, coupled with long-term optionality tied to geopolitical and regulatory developments.
In
addition to its energy platform, the Company will include Maha’s financial technology subsidiaries, which comprise a rapidly growing
platform that leverages artificial intelligence to transform business-to-business credit and payments. The platform utilizes advanced
AI-driven underwriting models, machine learning risk analytics, and real-time transaction data to expand access to credit for underserved
small and medium-sized enterprises, particularly in Latin America and Canada where traditional lending infrastructure remains constrained.
Through
these capabilities, the platform enables faster credit decision-making, improved risk management, and scalable deployment across fragmented
markets. The business also benefits from strategic partnerships, strengthening its position within the global payments ecosystem and
enhancing distribution capabilities.
Following
the closing of the transaction, the company intends to separate its fintech operations into a standalone publicly traded entity within
approximately thirty to ninety days. This planned separation is intended to allow each business to be independently valued by the market,
reduce the valuation discount often associated with combined structures, and provide shareholders with exposure to two focused companies,
each with a distinct strategy and growth profile.
The
Company will be led by an experienced management team with a track record of operating and scaling public companies. Joseph Hernandez,
Chairman and Chief Executive Officer of BWIV, is expected to serve as Chairman and Interim Chief Executive Officer of the Company. Governance
is expected to include a five-member board of directors with balanced representation from both BWIV and Maha.
The
transaction is expected to be negotiated based on a reference valuation reflecting Maha’s equity market capitalization of approximately
$490 million, based on a 14-day volume-weighted average share price of SEK 12.84 and 351,991,889 outstanding shares, as of April 27,
2026. The parties intend to negotiate definitive agreements and pursue closing within an expected timeframe of approximately ninety days,
subject to the completion of due diligence, regulatory approvals, and shareholder approvals.
Joseph
Hernandez stated, “This transaction brings together two highly differentiated opportunities into one platform. We are acquiring
a portfolio of strategic energy and technology assets with meaningful long-term upside. On one side, we have exposure to one of the most
significant energy resource bases in the world, structured within an OFAC-compliant framework. On the other, we are building a high-growth
AI-driven fintech platform that is expanding access to credit across underserved markets. By separating these businesses shortly after
closing, we believe we can unlock meaningful value for shareholders and create two focused public companies positioned for long-term
growth.”
About
Blue Water Acquisition Corp. IV
Blue
Water Acquisition Corp. IV is a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or other similar acquisition with one or more businesses. While the
Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on partnering
with high-quality businesses across technology, energy, and financial services.
About
Maha Capital AB
Maha
Capital AB is a Stockholm-based publicly listed company with a diversified portfolio of energy-related assets and financial technology
operations.
Definitive
Documentation
The
parties will announce additional details regarding the proposed acquisition if and when a definitive agreement is executed. 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 acquisition, satisfaction of the conditions negotiated therein, board and shareholder approvals, regulatory
approvals and other customary conditions.
Additional
Information and Where to Find It
If
a definitive agreement is entered into in connection with the proposed acquisition, the Company or a newly formed holding company will
prepare and file a proxy statement/prospectus with the U.S. Securities and Exchange Commission (the “SEC”). The Company urges
investors and securityholders to read the proxy statement/prospectus and other documents filed with the SEC when they become available,
as they will contain important information regarding the proposed acquisition. The proxy statement/prospectus will be distributed to
the Company’s public shareholders in connection with the Company’s solicitation of proxies for the vote by its shareholders
with respect to the proposed acquisition and other matters as will described therein. All SEC filings will be available free of charge
at www.sec.gov.
Participants
in the Solicitation
BWIV,
Maha, and their respective directors, officers, and employees may be deemed participants under SEC rules in the solicitation of proxies
in connection with the proposed acquisition. Information about BWIV’s directors and officers is available in BWIV’s SEC filings.
Additional
details regarding the interests of persons involved in the proposed acquisition will be included in the proxy statement/prospectus when
it becomes available.
Forward
Looking Statements
All
information in this press release concerning Maha 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 press release, except as required by law. This press release 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
acquisition, future performance and anticipated financial impacts of the proposed acquisition, the satisfaction of the closing conditions
to the proposed acquisition, and the timing of the completion of the proposed acquisition. 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 acquisition, and the possibility that the terms and conditions set forth
in any definitive agreements with respect to the proposed acquisition 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 acquisition and any definitive agreements with respect thereto; (3) the inability to complete the proposed acquisition,
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 Company’s securities on the New York Stock Exchange, The Nasdaq Stock Market LLC, or another
national securities exchange following the proposed acquisition; (5) the risk that the proposed acquisition disrupts current plans and
operations as a result of the announcement and consummation of the proposed acquisition; (6) the ability to recognize the anticipated
benefits of the proposed acquisition, which may be affected by, among other things, competition, the ability of the Company to grow and
manage growth profitably and retain its key employees; (7) costs related to the proposed acquisition; (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 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
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed acquisition. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction where such offer, solicitation, or sale would be unlawful under the securities
laws of any such jurisdiction.
Contact:
Stephanie
Mercier
stephaniem@bluewaterventurepartners.net
SOURCE
Blue Water Acquisition Corp. IV
