Item 5. Other Information
Item 5. Other Information.
N o n e .
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
Exhibit No.
Description
3.1
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025)
4.1
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-285075), as filed with the SEC on March 31, 2025).
4.2
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-285075), as filed with the SEC on March 31, 2025).
4.3
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-285075), as filed with the SEC on March 31, 2025).
4.4
Warrant Agreement, dated as of June 9, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.1
Prior Insider Letter Agreement, dated June 9, 2025, by and among the Company, Blue Water Acquisition III LLC, the initial shareholders and then serving officers and directors of the Company (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.2
Investment Management Trust Agreement, dated as of June 9 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.3
Registration Rights Agreement, dated as of June 9, 2025, by and among the Company and certain security holders of the Company (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.4
Administrative Services Agreement, dated June 9, 2025, by and between the Company and Blue Water Acquisition III LLC (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.5
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on January 22, 2026).
10.6
Private Units Subscription Agreement, dated June 9, 2025, by and between the Company and Blue Water Acquisition III LLC (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.7
Private Units Subscription Agreement, dated June 9, 2025, by and between the Company and BTIG, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K, as filed with the SEC on June 12, 2025).
10.8
Purchase Agreement, dated November 25, 2025, by and among the Company, Blue Water Acquisition III LLC, and Yorkville BW Acquisition Sponsor, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on November 28, 2025).
10.9
New Insider Letter Agreement, dated November 25, 2025, by and among Yorkville BW Acquisition Sponsor, LLC, the Insiders and the Company (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, as filed with the SEC on November 28, 2025).
10.10
The November 25, 2025 Joinder to and Amendment of the Registration Rights Agreement dated June 9, 2025, by Yorkville BW Acquisition Sponsor, LLC, and acknowledged and accepted by the Company and Blue Water Acquisition III LLC (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, as filed with the SEC on November 28, 2025).
10.11
Working Capital Note, dated January 26, 2026, issued by the Company to Yorkville BW Acquisition Sponsor, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on January 27, 2026).
10.12
Amended and Restated Working Capital Note, dated August 11, 2026, issued by the Company to Yorkville BW Acquisition Sponsor, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, as filed with the SEC on August 12, 2026).
31.1*
Certification of the Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of the Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Exhibit No.
Description
32.1**
Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101. INS*
XBRL Instance Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
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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 thereunto duly authorized.
Blue Water Acquisition Corp. III
August 12, 2026
By:
/s/ Kevin McGurn
Name:
Kevin McGurn
Title:
Chief Executive Officer (Principal Executive Officer)
August 12, 2026
By:
/s/ Troy Rillo
Name:
Troy Rillo
Title:
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
36
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.