BlueRiver Acquisition (BLUA) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Condensed Financial Statements BlueRiver Acquisition Corp.'s unaudited condensed financial statements as of September 30, 2022, reflect its SPAC status with $288.7 million in assets, $5.5 million net income for nine months, and substantial doubt about going concern due to a working capital deficit and impending liquidation deadline Condensed Balance Sheets Condensed Balance Sheet Summary (Unaudited) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Cash | $5,927 | $562,346 | | Investments held in Trust Account | $288,558,948 | $287,520,384 | | Total Assets | $288,696,563 | $288,299,835 | | Liabilities & Equity | | | | Total current liabilities | $1,051,144 | $773,434 | | Derivative warrant liabilities | $492,500 | $5,910,000 | | Total Liabilities | $11,783,126 | $16,914,706 | | Class A ordinary shares subject to possible redemption | $288,458,948 | $287,500,000 | | Total shareholders' deficit | $(11,545,511) | $(16,114,871) | Unaudited Condensed Statements of Operations Condensed Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | $(261,561) | $(1,043,358) | $(927,755) | $(1,618,948) | | 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 | | Net Income | $1,230,633 | $2,016,050 | $5,528,308 | $2,039,496 | | Basic and diluted net income per share (Class A & B) | $0.03 | $0.05 | $0.15 | $0.06 | Unaudited Condensed Statements of Cash Flows Condensed Statements of Cash Flows Summary (Unaudited) | Metric | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(481,419) | $(1,030,564) | | Net cash used in investing activities | $0 | $(287,500,000) | | Net cash (used in) provided by financing activities | $(75,000) | $289,265,877 | | Net change in cash | $(556,419) | $735,313 | | Cash - end of the period | $5,927 | $735,313 | Notes to Unaudited Condensed Financial Statements Notes detail the company's SPAC formation, $287.5 million IPO, and February 2, 2023, business combination deadline, highlighting substantial doubt about going concern due to liquidity and mandatory liquidation, alongside key accounting policies and related party transactions - The company was formed to effect a business combination and has not commenced any operations Its activities relate to its formation, IPO, and search for a business combination target[32][34] - The company has until February 2, 2023 (the "Combination Period") to complete a business combination, or it will be required to cease operations, redeem public shares, and dissolve[41][43] - Management has determined that the company's liquidity condition and the mandatory liquidation requirement raise substantial doubt about its ability to continue as a going concern As of September 30, 2022, the company had approximately $6,000 in cash and a working capital deficit of approximately $914,000[49][45] - The company pays an affiliate of the Sponsor $50,000 per month for administrative services For the nine months ended September 30, 2022, the company incurred $450,000 in such expenses[93] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses BlueRiver's financial condition as a blank check company, highlighting net income from non-operating activities, a $914,000 working capital deficit, going concern doubt, and $10.1 million in deferred underwriting commissions contingent on a business combination - The company is a blank check company formed to effect a business combination, with its activities to date focused on its formation, IPO, and search for a target[131][143] - Management has determined that the company's liquidity condition and the mandatory liquidation deadline of February 2, 2023, raise substantial doubt about its ability to continue as a going concern[141] Results of Operations Summary | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2022 | $1.2 million | Change in fair value of derivative liabilities ($591k), Investment income ($901k) | | Nine Months Ended Sep 30, 2022 | $5.5 million | Change in fair value of derivative liabilities ($5.4M), Investment income ($1.0M) | - The company has a contractual obligation for approximately $10.1 million in deferred underwriting commissions, which is payable from the Trust Account only upon the completion of a Business Combination[150][152] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, BlueRiver is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company, the company is not required to provide the information under this item[169] Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of September 30, 2022, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[170] - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[172] PART II. OTHER INFORMATION Legal Proceedings The company reported no legal proceedings - The company has no legal proceedings to report[174] Risk Factors Material changes to risk factors include the economic downturn's impact on business combinations, potential increased costs from proposed SEC SPAC rules, and the possibility of liquidating Trust Account holdings to cash, reducing interest income - The current economic downturn, including inflation and higher interest rates, may adversely affect potential target businesses and make it more difficult to obtain financing for a business combination[176][177] - Proposed SEC rules on March 30, 2022, regarding SPACs could increase the costs, time, and complexity of negotiating and completing an initial business combination[183] - To mitigate the risk of being deemed an unregistered investment company, the company may liquidate the U.S. government securities in its Trust Account and hold cash instead, which would significantly reduce interest income available to shareholders upon redemption or liquidation[184] Unregistered Sales of Equity Securities and Use of Proceeds The company privately placed 800,000 units to the Sponsor for $8.0 million, with $287.5 million from the IPO and private placement deposited into the Trust Account - Simultaneously with the IPO, the company sold 800,000 Private Placement Units to the Sponsor at $10.00 per unit, for gross proceeds of approximately $8.0 million[185] - Gross proceeds of $287,500,000 from the IPO and Private Placement were placed in the Trust Account[187] Defaults Upon Senior Securities The company reported no defaults upon senior securities - None[189] Mine Safety Disclosures This item is not applicable to the company - Not applicable[191] Other Information The company reported no other information - None[193] Exhibits This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - The report includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, as well as Inline XBRL filings[195]