Blue Water Acquisition Corp. III

Blue Water Acquisition Corp. III_June 30, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-42692

Blue Water Acquisition Corp. III

(Exact name of registrant as specified in its charter)


Cayman Islands		33-2301550
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1012 Springfield Avenue Mountainside, New Jersey		07092
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 489-2110

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant		BLUWU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		BLUW		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		BLUWW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of August 12, 2026, there were 25,983,000 Class A ordinary shares and 6,325,000 Class B ordinary shares of the registrant issued and outstanding.

Table of Contents

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	1
	Condensed Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	2
	Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three and six months ended June 30, 2026 and 2025 (Unaudited)	3
	Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	32
Item 1A.	Risk Factors.	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 3.	Defaults Upon Senior Securities.	33
Item 4.	Mine Safety Disclosures.	33
Item 5.	Other Information.	33
Item 6.	Exhibits.	34

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BLUE WATER ACQUISITION CORP. III

CONDENSED BALANCE SHEETS


		June 30,			December 31,
		2026			2025
ASSETS		(Unaudited)
Current Assets:
Cash		$	32,560		$	—
Prepaid expenses – current			88,819			81,145
Total Current Assets			121,379			81,145
Non-current Assets:
Cash and marketable securities held in Trust Account			263,371,187			258,796,563
Prepaid expenses – non-current			—			33,259
Total Non-current Assets			263,371,187			258,829,822
TOTAL ASSETS		$	263,492,566		$	258,910,967

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable		$	68,514		$	71,184
Advisory fee payable – related party			15,000			15,000
Accrued expenses			156,473			103,965
Due to related party			8,646			—
Working capital note – related party			500,000			—
Total Current Liabilities			748,633			190,149
Non-current Liabilities:
Deferred underwriter fee liability			8,855,000			8,855,000
Total Non-current Liabilities			8,855,000			8,855,000
TOTAL LIABILITIES			9,603,633			9,045,149

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption; 25,300,000 shares issued and outstanding subject to possible redemption, at redemption value, as of June 30, 2026 and December 31, 2025			263,371,187			258,796,563

Shareholders’ Deficit