Blue Water Acquisition Corp. III filed a Form 8-K on August 12, 2026, disclosing that it issued an amended and restated convertible unsecured promissory note in the aggregate principal amount of $750,000.00 to its sponsor following an additional $250,000 advance made on August 11, 2026.

Key Highlights

  • Note upsized to $750,000: The amended and restated note replaces a prior $500,000 convertible unsecured promissory note originally issued on January 26, 2026.
  • Additional $250,000 advance: On August 11, 2026, the Sponsor advanced an additional $250,000 to the Company for working capital purposes.
  • No interest accrues: According to the filing, the principal balance shall not accrue interest.
  • Conversion option at $10.00 per unit: The Sponsor may elect to convert all or a portion of the principal into units at a price of $10.00 per unit upon consummation of the Company's initial business combination.
  • Maximum of 75,000 New Units: The note is convertible into a maximum of 75,000 New Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant.
  • Warrant exercise price of $11.50: Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, exercisable 30 days after the completion of the initial business combination.

Blue Water Acquisition Corp. III Issues Amended Working Capital Note to Sponsor

Blue Water Acquisition Corp. III (NASDAQ:BLUW) disclosed in its August 12, 2026 current report that on August 11, 2026, the Company issued an amended and restated convertible unsecured promissory note (the "Amended and Restated Working Capital Note") in the aggregate principal amount of $750,000.00 to Yorkville BW Acquisition Sponsor, LLC, a Florida limited liability company described in the filing as the "Sponsor." The note amends, restates, supersedes, and replaces the prior $500,000.00 convertible unsecured promissory note that had been issued to the Sponsor on January 26, 2026.

According to the filing, the principal balance carries no interest and is payable on the earlier of the date the Company consummates its initial business combination or the date the winding up of the Company becomes effective. The Sponsor holds an option to convert all or a portion of the principal balance at a price of $10.00 per unit into units identical to the private placement units issued in connection with the Company's initial public offering, rounded down to the nearest whole number. The filing states the note is convertible into a maximum of 75,000 New Units.

Each New Unit will consist of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. The filing notes the warrants will become exercisable 30 days after the completion of the Company's initial business combination, subject to certain terms and conditions. The Company disclosed it relied upon Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the issuance of the Amended and Restated Working Capital Note. The filing was signed by Troy Rillo, Chief Financial Officer.

What Was Disclosed

Blue Water Acquisition Corp. III disclosed the issuance of an amended and restated convertible unsecured promissory note totaling $750,000.00 to its sponsor, reflecting a $250,000 additional advance for working capital, with a conversion option into units at $10.00 per unit upon an initial business combination.