Blue Water Acquisition Corp. III 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Recent Sales of Unregistered Securities On December 3, 2024, the Sponsor made capital contributions of $25,000 to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founder shares, or approximately $0.004 per share, to the Sponsor. On June 9, 2025, the Company, through a share capitalization, issued the Sponsor an additional 575,000 founder shares, resulting in the Sponsor holding 6,325,000 founder shares in the aggregate. Simultaneously with the closing of the Company’s initial public offering, the Company consummated a private placement of an aggregate of 683,000 private placement units to the Sponsor and BTIG, LLC, at a price of $10.00 per private placement unit, generating total proceeds of $6,830,000. Each private placement consists of one Class A Ordinary Share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). Of those 683,000 private placement units, the Sponsor purchased 430,000 private placement units and BTIG purchased 253,000 private placement units. The private placement units are identical to the Units sold in the initial public offering except with respect to certain registration rights and transfer restrictions, as described in the registration statement relating to the Company’s initial public offering. Additionally, such holders agreed not to transfer, assign or sell any of the private placement units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the private placement units and the underlying securities. The private placement units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering. Use of Proceeds from our Initial Public Offering On June 11, 2025, we consummated our initial public offering of 25,300,000 units, which included 3,300,000 units issued pursuant to the exercise in full by the underwriters of its over-allotment option, which option was granted to the underwriters under the underwriting agreement for our initial public offering. The units were sold at a price of $10.00 per unit, and our initial public offering generated gross proceeds of $253,000,000. The securities sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-285075). The SEC declared the registration statement effective on June 9, 2025. At the time of the consummation of our initial public offering, we paid a total of $5,060,000 in underwriting fees related to our initial public offering. In addition, the underwriters agreed to defer $8,855,000 in underwriting fees. On June 11, 2025, a total of $253,000,000 of the net proceeds from our initial public offering and the private placement were deposited in the trust account. The net proceeds deposited into the trust account remain on deposit in the trust account and are available for a business combination, assuming no redemptions, before fees and expenses associated with our initial business combination. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Through June 11, 2025, the date we consummated our initial public offering, we incurred $505,089 for other costs and expenses related to our initial public offering Purchases of Equity Securities by the Issuer and Affiliated Purchasers during the Quarter Ended September 30, 2025 None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.