Hernandez JosephDirector · Chief Executive Officer · 10% owner
4
Filed Nov 28, 2025Period of report Nov 25, 20250001493152-25-025414
| Transaction | Security | Shares | Price | ValueValue (shares × price) | Held after | Ownership |
|---|---|---|---|---|---|---|
SaleNov 25, 2025 | Class A ordinary sharesF4F1F2 | 430,000 | — | — | 430,000 | IndirectSee Footnote |
Filing footnotes · 5
- F1In 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.
- F2The 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.
- F3The 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.
- F4Represents securities included in the 430,000 Private Placement Units.
- F5Each 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.