Blue Water Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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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.
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 | |