Blue Water Acquisition III (BLUW) delays 2025 10-K after sponsor change (Nov 25, 2025)

Rhea-AI Filing Summary

Blue Water Acquisition Corp. III notified the SEC that it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 and is relying on Rule 12b-25 to extend the filing date into the fifteen-calendar-day grace period.

The company says a change of sponsor and a complete replacement of management and the board followed a Purchase Agreement dated November 25, 2025, in which the New Sponsor acquired 6,325,000 Class B Ordinary Shares and 430,000 Private Placement Units for an aggregate purchase price of $7,200,000. Management states additional time is required to compile and process information; the filing was signed by CFO Troy Rillo on March 31, 2026.

Insights

Corporate Governance Analyst

Change of sponsor and full board turnover created a reasonable delay in annual reporting.

The filing cites a November 25, 2025 Purchase Agreement transferring sponsor control and significant owner transfers (6,325,000 Class B shares; 430,000 units for $7,200,000). Such governance transitions often require restatement of management disclosures and updated signatures.

Timing: the company expects to use Rule 12b-25's fifteen-calendar-day extension; subsequent SEC filings will show whether the report is completed within that window.

Key Figures

Fiscal period end: December 31, 2025 Purchase date: November 25, 2025 Class B Ordinary Shares purchased: 6,325,000 shares +3 more

6 metrics

Fiscal period end December 31, 2025 Form 10-K period end

Purchase date November 25, 2025 Date of Purchase Agreement changing sponsor

Class B Ordinary Shares purchased 6,325,000 shares Acquired by New Sponsor per Purchase Agreement

Private Placement Units purchased 430,000 units Acquired by New Sponsor per Purchase Agreement

Aggregate purchase price $7,200,000 Consideration paid by New Sponsor under Purchase Agreement

Rule 12b-25 grace period 15 days Statutory extension for annual report filing

Key Terms

Rule 12b-25, Purchase Agreement, Private Placement Units

3 terms

Rule 12b-25 regulatory

"relies on Rule 12b-25 to extend the filing date"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Purchase Agreement financial

"entered into a Purchase Agreement, pursuant to which the New Sponsor purchased"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

Private Placement Units financial

"430,000 Private Placement Units for an aggregate purchase price"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		x Form 10-K	¨ Form 20-F	¨ Form 11-K	¨ Form 10-Q
		¨ Form 10-D	¨ Form N-CEN	¨ Form N-CSR

For Period Ended: December 31, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-K

For the Transition Period Ended:  

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: 

PART I — REGISTRANT INFORMATION

Blue Water Acquisition Corp. III

Full Name of Registrant:

N/A

Former Name if Applicable:

1012 Springfield Avenue

Address of Principal Executive Office (Street and Number):

Mountainside, NJ, 07092

City, State and Zip Code:

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

x		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Blue Water Acquisition Corp. III (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort and expense to the Company. On November 25, 2025, the Company, Blue Water Acquisition III LLC (the “Prior Sponsor”) and Yorkville BW Acquisition Sponsor, LLC (the “New Sponsor”) entered into a Purchase Agreement, pursuant to which, the New Sponsor (i) purchased from the Prior Sponsor 6,325,000 Class B Ordinary Shares and 430,000 Private Placement Units for an aggregate purchase price of $7,200,000 and (ii) upon closing, became the sponsor of the Company (together, the “Purchase”). Upon this acquisition, the management and Board of Directors of the Company were changed in their entirety. Due to the change of sponsor and management, the Company requires additional time to compile and process the information necessary for the completion of the Form 10-K. The Company anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1)		Name and telephone number of person to contact in regard to this notification:
		Troy Rillo				(201)				985-8300
		(Name)				(Area Code)				(Telephone Number)
(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐
(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒
		If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Blue Water Acquisition Corp. III

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 31, 2026		By:	/s/ Troy Rillo
				Troy Rillo
				Chief Financial Officer

FAQ

Why did Blue Water Acquisition Corp. III (BLUW) delay its Form 10-K?

The company cites a sponsor change and complete replacement of management and the board following a Purchase Agreement dated November 25, 2025. These governance changes require additional time to compile and process disclosures for the Form 10-K.

What transaction triggered the governance change at BLUW?

A Purchase Agreement on November 25, 2025 where the New Sponsor bought 6,325,000 Class B Ordinary Shares and 430,000 Private Placement Units for an aggregate of $7,200,000, and became the company sponsor.

When does BLUW expect to file the delayed Form 10-K?

The company states it anticipates filing the Form 10-K within the fifteen-calendar-day grace period provided by Rule 12b-25, following the prescribed due date for the annual report.

Who signed the Rule 12b-25 notice for BLUW?

The notice was signed on behalf of Blue Water Acquisition Corp. III by CFO Troy Rillo on March 31, 2026, and lists his contact telephone number for follow-up.

Does the notice indicate changes to historical financial results?

No. The filing does not state any anticipated significant change in results of operations; the company checked the relevant questions but did not attach an explanation of altered earnings in this notice.