Blue Water Acquisition Corp. III

Company type and purpose

• Cayman Islands exempted company, organized on November 1, 2024.
• Blank check company (SPAC) formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses.
• Intended target focus areas: biotechnology, healthcare and technology.
• IPO units consist of one Class A ordinary share and one-half of a redeemable warrant. Founders hold Class B founder shares that convert to Class A shares upon completion of a Business Combination.

Operations to date

• As of December 31, 2025, the company had not commenced operations and had no operating revenues.
• All activity through December 31, 2025 related to formation, the IPO and efforts to identify and negotiate a potential Business Combination.
• The company earned non-operating income from interest on cash and cash equivalents and dividends from marketable securities purchased with IPO proceeds.
• The company had no customers, products or ongoing operating business as of the report date.

Financial snapshot

IPO and private placement

• June 11, 2025: Initial Public Offering of 25,300,000 units at $10.00 per unit (includes 3,300,000 units from underwriters’ over-allotment).
• Gross IPO proceeds: $253,000,000.
• Simultaneous private placement: 683,000 Private Placement Units at $10.00 per unit, gross proceeds of $6,830,000.

Funds and use of proceeds

• Net proceeds from the Units and Private Placement Units were placed in a Trust Account administered by Continental Stock Transfer & Trust Company.
• Trust proceeds are available only upon completion of a Business Combination or certain other specified events (for example, redemptions or liquidation).

Cash, liquidity and working capital

• As of December 31, 2025, the company had no cash or cash equivalents in its operating account and reported a working capital deficiency of $109,004.
• January 26, 2026: the company borrowed $500,000 from the Sponsor via a convertible unsecured Working Capital Note. Up to $1,500,000 of such loans may be convertible into Private Placement Units at $10.00 per unit.

Sponsor, governance and capital structure

• November 25, 2025: Purchase Agreement with Yorkville BW Acquisition Sponsor, LLC (the “New Sponsor”).
  • The New Sponsor acquired all outstanding Founder Shares (6,325,000) and 430,000 Private Placement Units from the prior sponsor for $7,200,000 and became the sponsor.
  • Following the purchase, the prior sponsor’s board/officers resigned and the New Sponsor designated a new board and management team.
  • A new Insider Letter and related waivers were implemented; the prior Insider Letter was terminated.
• Authorized capital: up to 485,000,000 Class A Ordinary Shares, 10,000,000 Class B Ordinary Shares, and 5,000,000 preference shares.
• Class B Founder Shares convert to Class A Ordinary Shares on a one-for-one basis at closing of the initial Business Combination (subject to adjustments).
• Founder Shares totaled 6,325,000 issued to the prior sponsor and later acquired by the New Sponsor.

Listing and timing

• The company’s securities (Units, Class A Ordinary Shares and Warrants) are listed on Nasdaq.
• The company intends to complete a Business Combination within a 24-month Completion Window (extendable with shareholder approval). Extensions are subject to shareholder approvals and redemption rights.

Operations and personnel

• Officers: two officers; no full-time employees prior to completing a Business Combination.
• Executive offices: 1012 Springfield Avenue, Mountainside, New Jersey 07092.
• Administrative Services Agreement with the prior sponsor was terminated on November 25, 2025.

Post-transaction considerations

• After a Business Combination, the combined company may own 50% or more of a target’s voting securities (or otherwise obtain a controlling interest) to avoid treatment as an investment company under the Investment Company Act.
• The company may issue additional equity, debt or equity-linked securities in connection with a Business Combination, which could dilute public shares or change leverage.
• The company may use PIPE financings or other backstop arrangements to fund a Business Combination, if needed.
• The company may seek to extend the Completion Window; related redemption mechanics apply for Public Shares. Warrants generally expire worthless if a Business Combination is not completed within the Completion Window.

Business model summary

• The company’s core activity is identifying and negotiating a Business Combination using proceeds from the IPO and Private Placement Units.
• The plan is to acquire a target after which the combined company would operate in the biotech, healthcare or technology sectors (or related areas).
• The SPAC structure provides a faster path to a public listing for a target company upon completion of a Business Combination.

This summary reflects facts and figures disclosed through the period ending December 31, 2025 and related events through November 25, 2025.