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UPLOAD Filing

Blue Water Acquisition Corp. III
Date: June 5, 2025 · CIK: 0002050501 · Accession: 0000000000-25-005943

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File numbers found in text: 333-285075

Date
June 5, 2025
Author
Division of
Form
UPLOAD
Company
Blue Water Acquisition Corp. III

Letter

Re: Blue Water Acquisition Corp. III Amendment No. 2 to Registration Statement on Form S-1 Filed May 23, 2025 File No. 333-285075 Dear Joseph Hernandez:

June 5, 2025

Joseph Hernandez Chief Executive Officer Blue Water Acquisition Corp. III 15 E. Putnam Avenue Suite 363 Greenwich, CT 06830

We have reviewed your amended registration statement and have the following comment.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1 Part II. Information not required in prospectus Item 16. Exhibits and Financial Statement Schedules Exhibit 5.2, page II-2

1. We note that assumption 2.10 in Exhibit 5.2, assumes the due authorization and execution of all documents. This assumption appears overly broad as it relates to the company. Please have counsel revise the opinion as appropriate to exclude the company from this assumption. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. June 5, 2025 Page 2

Please contact William Demarest at 202-551-3432 or Jennifer Monick at 202-551- 3295 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Pamela Long at 202-551-3765 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Andrei Sirabionian, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Joseph Hernandez
Chief Executive Officer
Blue Water Acquisition Corp. III
15 E. Putnam Avenue
Suite 363
Greenwich, CT 06830

 Re: Blue Water Acquisition Corp. III
 Amendment No. 2 to Registration Statement on Form S-1
 Filed May 23, 2025
 File No. 333-285075
Dear Joseph Hernandez:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form S-1
Part II. Information not required in prospectus
Item 16. Exhibits and Financial Statement Schedules
Exhibit 5.2, page II-2

1. We note that assumption 2.10 in Exhibit 5.2, assumes the due
authorization and
 execution of all documents. This assumption appears overly broad as it
relates to the
 company. Please have counsel revise the opinion as appropriate to
exclude the
 company from this assumption. Refer to Section II.B.3.a of Staff Legal
Bulletin No.
 19.
 June 5, 2025
Page 2

 Please contact William Demarest at 202-551-3432 or Jennifer Monick at
202-551-
3295 if you have questions regarding comments on the financial statements and
related
matters. Please contact Stacie Gorman at 202-551-3585 or Pamela Long at
202-551-3765
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
cc: Andrei Sirabionian, Esq.
</TEXT>
</DOCUMENT>