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, 2023

☐ 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	NYSE American LLC
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	NYSE American LLC
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	BLUA.U	NYSE American LLC

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 July 31, 2023, 2,811,745 Class A ordinary shares, par value $0.0001 per share, and 7,187,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

Table of Contents

BLUERIVER ACQUISITION CORP.

Form 10-Q

For Quarter Ended June 30, 2023

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

SIGNATURES		34

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

BLUERIVER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(unaudited)
Assets:
Current assets:
Cash	$	105,784	$	21,548
Prepaid expenses		42,500		19,605
Total current assets		148,284		41,153
Cash and investments held in Trust Account		21,171,880		291,525,100
Total Assets	$	21,320,164	$	291,566,253

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	860,699	$	555,911
Accrued expenses		885,000		602,021
Working capital loan - related party		645,000		100,800
Total current liabilities		2,390,699		1,258,732
Deferred legal fees		176,982		176,982
Deferred underwriting commissions		10,062,500		10,062,500
Derivative warrant liabilities		295,500		197,000
Total liabilities		12,925,681		11,695,214

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,011,744 and 28,750,000 shares issued and outstanding at approximately $10.47 and $10.14 per share as of June 30, 2023 and December 31, 2022, respectively		21,071,880		291,425,100

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
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, 2023 and December 31, 2022		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, 2023 and December 31, 2022		719		719
Additional paid-in capital		115,508		—
Accumulated deficit		(12,793,704)		(11,554,860)
Total shareholders’ deficit		(12,677,397)		(11,554,061)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	21,320,164	$	291,566,253

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 June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
General and administrative expenses	$	332,966	$	117,402	$	2,427,080	$	350,073
General and administrative expenses - related party		150,000		166,121		300,000		316,121
Loss from operations		(482,966)		(283,523)		(2,727,080)		(666,194)

Other income (loss):
Income from cash and investments held in Trust Account		179,734		130,279		1,585,936		137,369
Change in fair value of derivative warrant liabilities		73,875		1,379,000		(98,500)		4,826,500
Change in fair value of working capital loan - related party		5,340		—		800		—
Total other income (loss)		258,949		1,509,279		1,488,236		4,963,869

Net (loss) income	$	(224,017)	$	1,225,756	$	(1,238,844)	$	4,297,675

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		2,811,745		29,550,000		7,119,575		29,550,000
Basic and diluted net (loss) income per ordinary share, Class A ordinary shares	$	(0.02)	$	0.03	$	(0.09)	$	0.12

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		7,187,500		7,187,500		7,187,500		7,187,500
Basic and diluted net (loss) income per ordinary share, Class B ordinary shares		(0.02)		0.03		(0.09)		0.12

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’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - December 31, 2022	800,000	$	80	7,187,500	$	719	$	—	$	(11,554,860)	$	(11,554,061)
Stock compensation expense	—		—	—		—		1,701,444		—		1,701,444
Shareholder non-redemption agreement	—		—	—		—		2,333,639		—		2,333,639
Contribution from the Sponsor	—		—	—		—		(2,333,639)		—		(2,333,639)
Increase in Class A ordinary shares subject to possible redemption	—		—	—		—		(1,406,202)		—		(1,406,202)
Net loss	—		—	—		—		—		(1,014,827)		(

SEC Form 10-Q filed by BlueRiver Acquisition Corp.