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 September 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.)

, Texas

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 November 17, 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 September 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

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

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

	Unaudited Condensed Statements of Changes in Shareholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 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	26

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	28

Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

BLUERIVER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	5,927	$	562,346
Prepaid expenses		131,688		217,105
Total current assets		137,615		779,451
Investments held in Trust Account		288,558,948		287,520,384
Total Assets	$	288,696,563	$	288,299,835

Liabilities, Class A Ordinary Shares Subject to Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	601,144	$	614,027
Accrued expenses		450,000		159,407
Total current liabilities		1,051,144		773,434
Deferred legal fees		176,982		168,772
Deferred underwriting commissions		10,062,500		10,062,500
Derivative warrant liabilities		492,500		5,910,000
Total liabilities		11,783,126		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 $10.03 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		288,458,948		287,500,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 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 September 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 September 30, 2022 and December 31, 2021		719		719
Additional paid-in capital		—		—
Accumulated deficit		(11,546,310)		(16,115,670)
Total shareholders’ deficit		(11,545,511)		(16,114,871)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	288,696,563	$	288,299,835

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

Table of Contents

BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
General and administrative expenses	$	105,837	$	893,358	$	455,910	$	1,218,948
General and administrative expenses - related party		155,724		150,000		471,845		400,000
Loss from operations		(261,561)		(1,043,358)		(927,755)		(1,618,948)
Other income (expenses):
Income from investments held in Trust Account		901,194		5,908		1,038,563		13,239
Change in fair value of derivative warrant liabilities		591,000		3,053,500		5,417,500		4,235,500
Offering costs - derivative warrant liabilities		—		—		—		(590,295)
Net income	$	1,230,633	$	2,016,050	$	5,528,308	$	2,039,496

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		29,550,000		29,550,000		29,550,000		26,086,264
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.03	$	0.05	$	0.15	$	0.06
Weighted average shares outstanding of Class B ordinary shares, basic		7,187,500		7,187,500		7,187,500		7,077,610
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 per ordinary share, Class B ordinary shares	$	0.03	$	0.05	$	0.15	$	0.06

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

Table of Contents

BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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)
Increase in Class A ordinary shares subject to possible redemption	—		—	—		—		—		(901,194)		(901,194)
Net income	—		—	—		—		—		1,230,633		1,230,633
Balance – September 30, 2022 (unaudited)	800,000	$	80	7,187,500	$	719	$	—	$	(11,546,310)	$	(11,545,511)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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

—

7,711,920

—

SEC Form 10-Q filed by BlueRiver Acquisition Corp.