New insider Angelo Mark claimed ownership of 430,000 units of Class A Ordinary Shares (SEC Form 3)
$BLUWU
Business Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 11/25/2025 |
3. Issuer Name and Ticker or Trading Symbol
Blue Water Acquisition Corp. III [ BLUW ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Ordinary Shares | 430,000(1)(2) | I | See Footnote(2) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (3) | (3) | Class A Ordinary Shares | 6,325,000(1)(2) | (3) | I | See Footnote(2) |
| Private Placement Warrants | (4) | (4) | Class A Ordinary Shares | 215,000(1)(2) | $11.5 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Yorkville BW Acquisition Sponsor, LLC (the "Sponsor") acquired 6,325,000 Class B ordinary shares and 430,000 private placement units (the "Private Units"), with each Private Unit consisting of one Class A ordinary share and one-half of one warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share, at an exercise price of $11.50 per share (a "Private Placement Warrant"), pursuant to a purchase agreement, dated November 25, 2025, by and between the Sponsor, the Issuer, and Blue Water Acquisition III LLC. These 6,325,000 Class B ordinary shares and 430,000 Private Units, including the 430,000 Class A ordinary shares and 215,000 Private Placement Warrants that comprise the Private Units, are held by the Sponsor. |
| 2. YA II PN, Ltd. ("YA II PN") is a member and the sole manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN is managed by Yorkville Advisors Global, LP ("Yorkville LP"), whose General Partner is Yorkville Advisors Global II, LLC ("Yorkville LLC"). All investment decisions for YA II PN are made by Mark Angelo, President and Managing Member of Yorkville LLC, and, as President and Managing Member of Yorkville LLC, Mr. Angelo may be deemed to have beneficial ownership of the Class B ordinary shares and Private Units, including the Class A ordinary shares and Private Placement Warrants that comprise the Private Units, held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 3. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-285075) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination or earlier at the option of the holder on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. |
| 4. As described in the Issuer's registration statement on Form S-1, as amended (File No. 333-285075) under the heading "Description of Securities-Warrants," the Private Placement Warrants will become exercisable on the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business combination, and shall expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, subject to certain terms and conditions described therein. |
| /s/ Mark Angelo | 12/04/2025 | |
| /s/ Mark Angelo, Yorkville BW Acquisition Sponsor, LLC | 12/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||