ANGELO MARK 4
4 · Blue Water Acquisition Corp. III · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Blue Water (BLUW) 10% Owner Angelo Mark Receives $500K Convertible Note
What Happened
- Angelo Mark, reported as a 10% owner (via his role with Yorkville entities), is the reported insider in this Form 4. On January 26, 2026, the issuer issued a Working Capital convertible promissory note with a principal amount of $500,000 to the Sponsor; the Form 4 reports this as an award/grant-type derivative acquisition (code A).
- The filing shows "1" derivative instrument acquired with a reported value of $500,000. This is not a cash market purchase of shares — it is a convertible note that the Sponsor may convert later into units of the company.
Key Details
- Transaction date: 2026-01-26; Filing date: 2026-02-17 (filed 22 days after the transaction).
- Reported transaction type: A (Grant/award/acquisition of derivative instrument).
- Reported amount/value: $500,000 principal (shown as 1 derivative instrument acquired).
- Shares owned after transaction: Not specified in the Form 4 (the filing reports the note acquisition, not an immediate share count).
- Notable footnotes:
- The $500,000 Working Capital Note accrues no interest, is payable on earlier of consummation of the initial business combination or winding up, and is convertible at the Sponsor's election on consummation of an initial business combination.
- Conversion would be at $10.00 per unit into private-placement-style units (each unit = 1 Class A ordinary share + 1/2 warrant). Warrants exercise price $11.50; exercisability and expiration per footnote.
- Yorkville-related entities manage and hold the Sponsor interest; Mr. Angelo serves as President of Yorkville LLC and may be deemed to beneficially own securities held by the Sponsor but disclaims beneficial ownership except for any pecuniary interest.
Context
- This is a derivative/instrument issuance to the Sponsor to provide working capital, not a typical insider market buy or sale. If converted later, the note would convert into units (shares + warrants) at a set conversion price ($10/unit). Because the filing was made well after the transaction date, the disclosure is delayed; late filings reduce timeliness of the information for investors but do not change the economic terms disclosed. For retail investors, note this is an institutional/ sponsor-linked transaction rather than a straightforward executive personal purchase.
Insider Transaction Report
Form 4
ANGELO MARK
Director10% Owner
Transactions
- Award
Convertible Working Capital Note
[F1][F2][F3][F4]2026-01-26$500000.00/sh+1$500,000→ 1 total(indirect: See Footnote)Exercise: $10.00→ Units (50,000 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.