UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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 August 11, 2022, 3,240,967 units, 26,309,033 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 8,769,623 warrants were issued and outstanding.

Table of Contents

BLUERIVER ACQUISITION CORP.

Form 10-Q

For Quarter Ended June 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 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	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	29

Item 6.	Exhibits	29

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

BLUERIVER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	37,290	$	562,346
Prepaid expenses		194,188		217,105
Total current assets		231,478		779,451
Investments held in Trust Account		287,657,754		287,520,384
Total Assets	$	287,889,232	$	288,299,835

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	581,946	$	614,027
Accrued expenses		301,500		159,407
Total current liabilities		883,446		773,434
Deferred legal fees		176,982		168,772
Deferred underwriting commissions		10,062,500		10,062,500
Derivative warrant liabilities		1,083,500		5,910,000
Total liabilities		12,206,428		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 approximately $10.00 and $10.00 per share as of June 30, 2022 and December 31, 2021, respectively		287,557,754		287,500,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(11,875,749)		(16,115,670)
Total shareholders' deficit		(11,874,950)		(16,114,871)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	287,889,232	$	288,299,835

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	117,402	$	201,313	$	350,073	$	325,590
General and administrative expenses - related party		166,121		130,000		316,121		250,000
Loss from operations		(283,523)		(331,313)		(666,194)		(575,590)
Other income (expenses):
Income from investments held in Trust Account		130,279		6,543		137,369		7,331
Change in fair value of derivative warrant liabilities		1,379,000		(3,250,500)		4,826,500		1,182,000
Offering costs - derivative warrant liabilities		—		—		—		(590,295)
Net income (loss)	$	1,225,756	$	(3,575,270)	$	4,297,675	$	23,446

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		29,550,000		29,550,000		29,550,000		24,325,691
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	0.03	$	(0.10)	$	0.12	$	0.00
Weighted average shares outstanding of Class B ordinary shares, basic		7,187,500		7,187,500		7,187,500		7,021,754
Weighted average shares outstanding of Class B ordinary shares, diluted		7,187,500		7,187,500		7,187,500		7,187,500
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.03	$	(0.10)	$	0.12	$	0.00

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


	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	—		—	—		—		—		3,071,919		3,071,919
Balance - March 31, 2022 (unaudited)	800,000		80	7,187,500		719		—		(13,043,751)		(13,042,952)
Increase in Class A ordinary shares subject to possible redemption	—		—	—		—		—		(57,754)		(57,754)
Net income	—		—	—		—		—		1,225,756		1,225,756
Balance – June 30, 2022 (unaudited)	800,000	$	80	7,187,500	$	719	$	—	$	(11,875,749)	$	(11,874,950)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance - December 31, 2020	—	$	—	7,187,500	$	719	$	24,281	$	(13,671)	$	11,329
Sale of private placement units to Sponsor in private placement, less allocation to derivative warrant liabilities	800,000		80	—		—		7,711,920		—		7,712,000
Accretion of Class A ordinary shares subject to redemption	—		—	—		—		(7,736,201)		(18,420,576)		(26,156,777)
Net income	—		—	—		—		—		3,598,716		3,598,716
Balance - March 31, 2021 (unaudited)	800,000		80	7,187,500		719		—		(14,835,531)		(14,834,732)
Net loss	—		—	—		—		—		(3,575,270)		(3,575,270)
Balance - June 30, 2021 (unaudited)	800,000	$	80	7,187,500	$	719	$	—	$	(18,410,801)	$	(18,410,002)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	4,297,675	$	23,446
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		(137,369)		(7,331)
Change in fair value of derivative warrant liabilities		(4,826,500)		(1,182,000)
Offering costs - derivative warrant liabilities		—		590,295
Changes in operating assets and liabilities:
Prepaid expenses		22,916		(319,816)
Accounts payable		(32,081)		(18,950)
Accrued expenses		217,093		73,360
Deferred legal fees		8,210		—
Net cash used in operating activities		(450,056)		(840,996)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(287,500,000)
Net cash used in investing activities		—		(287,500,000)

Cash Flows from Financing Activities:
Payment of note payable to related party		—		(78,625)
Proceeds received from initial public offering, gross		—		287,500,000
Proceeds received from private placement		—		8,000,000
Offering costs paid		(75,000)		(6,155,498)
Net cash provided by (used in) financing activities		(75,000)		289,265,877

Net change in cash		(525,056)		924,881

Cash - beginning of the period		562,346		—
Cash - end of the period	$	37,290	$	924,881

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	—	$	15,000
Offering costs paid by related party under note payable	$	—	$	35,000
Deferred underwriting commissions	$	—	$	10,062,500

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BLUERIVER ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

Note 1 — Description of Organization, Business Operations and Liquidity

BlueRiver Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from October 19, 2020 (inception) through June 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public Offering.

The Company’s sponsor is BlueRiver Ventures, LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $16.4 million, inclusive of approximately $10.1 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million (Notes 4 and 6).

Upon the closing of the Initial Public Offering and the Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

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BLUERIVER ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

The Company will provide the holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or to not vote at all. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Sec

SEC Form 10-Q filed by BlueRiver Acquisition Corp.