UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Amendment No. 1

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

For the quarterly period ended March 31, 2022

☐ 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: 001-39961

BLUERIVER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

6770

98-1577027

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

250 West Nottingham Drive, Suite 400

San Antonio, Texas

(Address Of Principal Executive Offices)

78209

(Zip Code)

(210)832-3305

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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


Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares included as part of the units	BLUA	The New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	BLUA WS	The New York Stock Exchange
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	BLUA.U	The New York Stock Exchange

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 Exchange Act). Yes ☒ No ☐

As of May 11, 2022, 3,019,833 units, 25,730,167 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, and 8,576,671 warrants were issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28


	March 31, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	189,925	$	562,346
Prepaid expenses		256,688		217,105
Total current assets		446,613		779,451
Investments held in Trust Account		287,527,475		287,520,384
Total Assets	$	287,974,088	$	288,299,835

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	611,310	$	614,027
Accrued expenses		203,747		159,407
Total current liabilities		815,057		773,434
Deferred legal fees		176,982		168,772
Deferred underwriting commissions		10,062,500		10,062,500
Derivative warrant liabilities		2,462,500		5,910,000
Total liabilities		13,517,039		16,914,706

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 28,750,000 shares issued and outstanding at $10.00 per share as of March 31, 2022 and December 31, 2021		287,500,000		287,500,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 800,000 non-redeemable shares issued and outstanding as of March 31, 2022 and December 31, 2021		80		80
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding as of March 31, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(13,043,750)		(16,115,670)
Total shareholders’ deficit		(13,042,951)		(16,114,871)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	287,974,088	$	288,299,835


	For the Three Months Ended March 31,
	2022		2021
General and administrative expenses	$	232,670	$	124,277
General and administrative expenses - related party		150,000		120,000
Loss from operations		(382,670)		(244,277)
Other income (expenses):
Income from investments held in Trust Account		7,090		788
Change in fair value of derivative warrant liabilities		3,447,500		4,432,500
Offering costs - derivative warrant liabilities		—		(590,295)
Net income	$	3,071,920	$	3,598,716

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		29,550,000		19,043,333
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.08	$	0.14
Weighted average shares outstanding of Class B ordinary shares, basic		7,187,500		6,854,167
Weighted average shares outstanding of Class B ordinary shares, diluted		7,187,500		7,187,500
Basic net income per ordinary share, Class B ordinary shares	$	0.08	$	0.14
Diluted net income per ordinary share, Class B ordinary shares	$	0.08	$	0.13


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2021	800,000	$	80	7,187,500	$	719	$	—	$	(16,115,670)	$	(16,114,871)
Net income	—		—	—		—		—		3,071,920		3,071,920
Balance — March 31, 2022 (unaudited)	800,000	$	80	7,187,500	$	719	$	—	$	(13,043,750)	$	(13,042,951)


	For the Three Months				For the Three Months
	Ended March 31, 2022				Ended March 31, 2021
	Class A		Class B		Class A		Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income - Basic	$	2,470,915	$	601,005	$	2,646,261	$	952,455
Allocation of net income - Diluted	$	2,470,915	$	601,005	$	2,612,633	$	986,083
Denominator:
Basic weighted average ordinary shares outstanding		29,550,000		7,187,500		19,043,333		6,854,167
Diluted weighted average ordinary shares outstanding		29,550,000		7,187,500		19,043,333		7,187,500
Basic net income per ordinary share	$	0.08	$	0.08	$	0.14	$	0.14
Diluted net income per ordinary share	$	0.08	$	0.08	$	0.14	$	0.14


Gross proceeds from Initial Public Offering	$	287,500,000
Less:
Fair value of Public Warrants at issuance		(10,350,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(15,806,777)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		26,156,777
Class A ordinary shares subject to possible redemption	$	287,500,000

SEC Form 10-Q filed by BlueRiver Acquisition Corp.