BLUW · Blue Water Acquisition Corp. III

On August 11, 2026, the Issuer entered into an Amended and Restated Working Capital Note ("Note") promising to pay Yorkville BW Acquisition Sponsor, LLC ( "Sponsor") $750,000. All amounts due under the Note may be converted into 75,000 units. Each unit consists of one Class A ordinary share ("Ordinary Shares") and one-half of one warrant to purchase one Ordinary Share, resulting in 75,000 Ordinary Shares and warrants to purchase 37,500 Ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combinations. The warrants shall have the same terms and conditions as the warrants issued in the initial public offering. The acquisition of the Note by the Sponsor, and the beneficial acquisition of the Note by the Sponsor's members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1934, as amended.

The Issuer's Ordinary Shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-285075).

The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination.

Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

On August 11, 2026, the Issuer entered into an Amended and Restated Working Capital Note ("Note") promising to pay Yorkville BW Acquisition Sponsor, LLC ( "Sponsor") $750,000. All amounts due under the Note may be converted into 75,000 units. Each unit consists of one Class A ordinary share ("Ordinary Shares") and one-half of one warrant to purchase one Ordinary Share, resulting in 75,000 Ordinary Shares and warrants to purchase 37,500 Ordinary shares of the Issuer at the discretion of the Sponsor upon the consummation of the business combinations. The warrants shall have the same terms and conditions as the warrants issued in the initial public offering. The acquisition of the Note by the Sponsor, and the beneficial acquisition of the Note by the Sponsor's members, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1934, as amended.

The Issuer's Ordinary Shares and warrants are described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-285075).

The principal balance of the Note shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective, and is convertible at the Sponsor's election upon the consummation of the initial business combination.

Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

On January 26, 2026, the Issuer issued a convertible promissory note (the "Working Capital Note") in the principal amount of $500,000.00 to Yorkville BW Acquisition Sponsor, LLC (the "Sponsor"), in order to provide the Issuer with additional working capital. The acquisition of the Working Capital Note by the Sponsor, and through it, the beneficial acquisition of the Working Capital Note by the Sponsor's members and interest holders, is an exempt transaction under Rule 16b-3, promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

Pursuant to the terms of the Working Capital Note, the principal balance shall not accrue interest; shall be payable by the Issuer on the earlier of the date on which the Issuer consummates its initial business combination or the date that the winding up of the Issuer is effective; and is convertible at the Sponsor's election upon the consummation of the Company's initial business combination. Should the Sponsor elect to convert all or a portion of the principal balance, the elected principal balance amount will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Issuer's initial public offering, rounded down to the nearest whole number.

Each unit will consist of (a) one Class A ordinary share and (b) one-half of one warrant to purchase one Class A ordinary share, at an exercise price of $11.50 per share, which will become exercisable at the later of (i) 12 months from the closing of the Issuer's initial public offering and (ii) 30 days after the completion of the Issuer's initial business combination, and expiring 5 years after the completion of the Issuer's initial business combination, or earlier upon redemption or liquidation.

Yorkville Advisors Global, LP ("Yorkville LP") is the manager of the Sponsor and holds voting and investment discretion over the securities held by the Sponsor. YA II PN, Ltd. ("YA II PN") is a member of the Sponsor. Yorkville LP is the investment manager of YA II PN, and Yorkville Advisors Global II, LLC ("Yorkville LLC") is the General Partner of Yorkville LP. Mr. Angelo serves as President of Yorkville LLC and makes all investment decisions for YA II PN. As such, Mr. Angelo may be deemed to have beneficial ownership of the securities held by the Sponsor. Mr. Angelo disclaims any beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein.

Represents securities included in the 430,000 Private Placement Units.

Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Private Placement Warrants will become exercisable at the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of its initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000.

The Class B ordinary shares have no expiration date and 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.

In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000.

Represents securities included in the 430,000 Private Placement Units.

In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000.

The securities are held directly by the Original Sponsor. The Reporting Person is a managing member of the Original Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Original Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Represents securities included in the 430,000 Private Placement Units.

In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000.

The Class B ordinary shares have no expiration date and 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.

In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000.

The securities are held directly by the Original Sponsor. The Reporting Person is a managing member of the Original Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Original Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Represents securities included in the 430,000 Private Placement Units.

Each whole Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The Private Placement Warrants will become exercisable at the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of its initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

In connection with the Purchase Agreement, dated as of November 25, 2025, by and among the Issuer, Blue Water Acquisition III LLC (the "Original Sponsor") and Yorkville BW Acquisition Sponsor, LLC (the "New Sponsor"), the Original Sponsor sold to the New Sponsor an aggregate of 6,325,000 Class B ordinary shares (the "Founder Shares") and 430,000 private placement units (the "Private Placement Units"), consisting of 430,000 Class A ordinary shares and 215,000 warrants to purchase Class A ordinary shares of the Issuer (the "Private Placement Warrants"). The New Sponsor purchased the Founder Shares and Private Placement Units for an aggregate purchase price of $7,200,000.

The securities are held directly by the Original Sponsor. The Reporting Person is a managing member of the Original Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Original Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Reflects the 430,000 private units owned by Blue Water Acquisition III LLC, the Issuer's sponsor. Each private unit consists of one Class A ordinary share and one-half of one 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 private units were purchased at $10.00 per unit for an aggregate purchase price of $4,300,000. Joseph Hernandez is the managing member of the sponsor and has voting and dispositive power over the securities held of record by the sponsor. Mr. Hernandez disclaims any beneficial ownership of the securities held by the sponsor, except to the extent of his pecuniary interest therein.

The warrants included in the private units will become exercisable at the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of its initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

Reflects the 430,000 private units owned by Blue Water Acquisition III LLC, the Issuer's sponsor. Each private unit consists of one Class A ordinary share and one-half of one 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 private units were purchased at $10.00 per unit for an aggregate purchase price of $4,300,000.

Reflects the 430,000 private units owned by Blue Water Acquisition III LLC, the Issuer's sponsor. Each private unit consists of one Class A ordinary share and one-half of one 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 private units were purchased at $10.00 per unit for an aggregate purchase price of $4,300,000.

The warrants included in the private units will become exercisable at the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of its initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.

Reflects the 430,000 private units owned by Blue Water Acquisition III LLC, the Issuer's sponsor. Each private unit consists of one Class A ordinary share and one-half of one 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 private units were purchased at $10.00 per unit for an aggregate purchase price of $4,300,000. Joseph Hernandez is the managing member of the sponsor and has voting and dispositive power over the securities held of record by the sponsor. Mr. Hernandez disclaims any beneficial ownership of the securities held by the sponsor, except to the extent of his pecuniary interest therein.