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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

 

June 9, 2025

Date of Report (Date of earliest event reported)

 

Blue Water Acquisition Corp. III

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-42692   33-2301550
(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, par value $0.0001 per share, and one-half of one redeemable warrant   BLUWU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   BLUW   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   BLUWW   The Nasdaq Stock Market LLC

 

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 1.01. Entry into a Material Definitive Agreement.

 

On June 11, 2025, Blue Water Acquisition Corp. III  (the “Company”) consummated its initial public offering (“IPO”), which consisted of 25,300,000 units (the “Units”), including 3,300,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $253,000,000.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statements on Form S-1, File Nos. 333-285075, and 333-287890, as amended (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission:

 

  Underwriting Agreement, dated June 9, 2025, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference;

 

  Warrant Agreement, dated as of June 9, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference;

 

  Letter Agreement, dated June 9, 2025, by and among the Company, Blue Water Acquisition III LLC (the “Sponsor”), the initial shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference;

 

  Investment Management Trust Agreement, dated as of June 9, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference;

 

  Registration Rights Agreement, dated as of June 9, 2025, by and among the Company and certain security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated herein by reference;

 

  Private Units Subscription Agreement, dated June 9, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference;

 

  Private Units Subscription Agreement, dated June 9, 2025, by and between the Company and BTIG, a copy of which is attached as Exhibit 10.5 and incorporated herein by reference;

 

  Indemnity Agreement, dated as of June 9, 2025, by and among the Company and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated herein by reference; and

 

  Administrative Services Agreement, dated June 9, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.7 and incorporated herein by reference.

 

As of June 11, 2025, a total of $253,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $8,855,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of June 11, 2025, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 683,000 units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $6,830,000. Each Private Unit 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 Units, the Sponsor purchased 430,000 Private Units and BTIG purchased 253,000 Private Units.

 

 

 

 

The Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private 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 Units and the underlying securities.

 

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 9, 2025, in connection with the IPO, Ish S. Dugal, Treavor L. Hawkins, Timothy N. Coulson and Laurent D. Hermouet were appointed to the board of directors of the Company. Ish S. Dugal, Treavor L. Hawkins, Timothy N. Coulson and Laurent D. Hermouet are independent directors. Effective June 9, 2025, Timothy N. Coulson, Ish S. Dugal and Laurent D. Hermouet were appointed to the Board’s Audit Committee (Mr. Dugal serving as chair of the Audit Committee); and Trevor L. Hawkins and Laurent D. Hermouet were appointed to the Compensation Committee (with Mr. Hermouet serving as chair of the Compensation Committee).

 

Following the appointment of Ish S. Dugal, Treavor L. Hawkins, Timothy N. Coulson and Laurent D. Hermouet, the Board is comprised of three classes. The term of office of the first class of directors, consisting of Laurent Hermouet, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, consisting of Treavor L. Hawkins and Timothy N. Coulson, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, consisting of Joseph Hernandez and Ish S. Dugal will expire at the Company’s third annual meeting of shareholders.

 

On June 9, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.

 

Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 9, 2025, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

 

Item 8.01. Other Events.

 

On June 10, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On June 11, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
     
1.1   Underwriting Agreement, dated June 9, 2025, by and between the Company and BTIG, LLC, as representative of the underwriters
     
3.1   Amended and Restated Memorandum and Articles of Association
     
4.1   Warrant Agreement, dated as of June 9, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
     
10.1   Letter Agreement, dated June 9, 2025, by and among the Company, Blue Water Acquisition III LLC, the initial shareholders and the officers and directors of the Company
     
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
     
10.3   Registration Rights Agreement, dated as of June 9, 2025, by and among the Company and certain security holders of the Company
     
10.4   Private Units Subscription Agreement, dated June 9, 2025, by and between the Company and Blue Water Acquisition III LLC
     
10.5   Private Units Subscription Agreement, dated June 9, 2025, by and between the Company and BTIG, LLC
     
10.6   Indemnity Agreement, dated as of June 9, 2025, by and between the Company and each of the officers and directors of the Company
     
10.7   Administrative Services Agreement, dated June 9, 2025, by and between the Company and Blue Water Acquisition III LLC
     
99.1   Press Release Dated June 10, 2025
     
99.2   Press Release Dated June 11, 2025
     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

  

 

 

 

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: June 11, 2025

 

  Blue Water Acquisition Corp. III 
     
  By: /s/ Joseph Hernandez
  Name:   Joseph Hernandez
  Title: Chief Executive Officer