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, 2021

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

For the transition period from to

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 November 15, 2021, 10,140,240 units, 19,409,760 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 6,469,889 warrants were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1

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

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

	Unaudited Condensed Statement of Cash Flows for the nine months ended September 30, 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	26

Item 1A.	Risk Factors	26

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

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	28


	September 30, 2021		December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash	$	735,313	$	—
Prepaid expenses		271,107		11,354
Total current assets		1,006,420		11,354
Investments held in Trust Account		287,513,239		—
Deferred offering costs associated with the initial public offering		—		129,075
Total Assets	$	288,519,659	$	140,429

Liabilities, and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	431,594	$	25,450
Accrued expenses		466,204		60,000
Due to related party		50,813		—
Note payable - related party		—		43,650
Total current liabilities		948,611		129,100
Deferred underwriting commissions		10,062,500		—
Derivative warrant liabilities		6,402,500		—
Total liabilities		17,413,611		129,100

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 28,750,000 and -0- shares issued and outstanding at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		287,500,000		—

Shareholders’ Equity (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 and-0- shares issued and outstanding (excluding 28,750,000 and -0- shares subject to possible redemption) as of September 30, 2021 and December 31, 2020, respectively		80		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding		719		719
Additional paid-in capital		—		24,281
Accumulated deficit		(16,394,751)		(13,671)
Total shareholders’ equity (deficit)		(16,393,952)		11,329
Total Liabilities, and Shareholders’ Equity (Deficit)	$	288,519,659	$	140,429


	For the Three		For the Nine
	Months Ended		Months Ended
	September 30,		September 30,
	2021		2021
General and administrative expenses	$	893,358	$	1,218,948
General and administrative expenses - related party		150,000		400,000
Loss from operations		(1,043,358)		(1,618,948)
Other income (expenses):
Income from investments held in Trust Account		5,908		13,239
Change in fair value of derivative warrant liabilities		3,053,500		4,235,500
Offering costs - derivative warrant liabilities		—		(590,295)
Net income	$	2,016,050	$	2,039,496

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


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance - January 1, 2021	—	$	—	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)
Net income	—		—	—		—		—		2,016,050		2,016,050
Balance – September 30, 2021 (unaudited)	800,000	$	80	7,187,500	$	719	$	—	$	(16,394,751)	$	(16,393,952)


Cash Flows from Operating Activities:
Net income	$	2,039,496
Adjustment to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		(13,239)
Change in fair value of derivative warrant liabilities		(4,235,500)
Offering costs - derivative warrant liabilities		590,295
Changes in operating assets and liabilities:
Prepaid expenses		(259,778)
Accounts payable		406,144
Accrued expenses		391,205
Due to related party		50,813
Net cash used in operating activities		(1,030,564)

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		(6,155,498)
Net cash provided by financing activities		289,265,877

Net change in cash		735,313

Cash - beginning of the period		—
Cash - end of the period	$	735,313

Supplemental disclosure of noncash financing activities:
Deferred offering costs included in accrued expenses	$	15,000
Deferred offering costs included in note payable	$	35,000
Deferred underwriting commissions	$	10,062,500


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021				2021
	Class A		Class B		Class A		Class B
Basic net income per ordinary share:
Numerator:
Allocation of net income	$	1,621,620	$	394,430	$	1,604,241	$	435,255

Denominator:
Basic weighted average ordinary shares outstanding		29,550,000		7,187,500		26,086,264		7,077,610

Basic net income per ordinary share	$	0.05	$	0.05	$	0.06	$	0.06


Gross proceeds	$	287,500,000
Less:
Proceeds allocated to public warrants		(10,350,000)
Class A ordinary shares issuance costs		(15,806,777)
Plus:
Accretion of carrying value to redemption value		26,156,777
Class A ordinary shares subject to possible redemption	$	287,500,000

SEC Form 10-Q filed by BlueRiver Acquisition Corp.