SEC Comment Letter 0000000000-23-000252 to BlueRiver Acquisition Corp. (BLUAF, BLUAW, BLUVF) (CIK 0001831006)
BlueRiver Acquisition Corp. (BLUAF, BLUAW, BLUVF) (CIK 0001831006)
Date: Jan. 11, 2023 · CIK: 0001831006 · Accession: 0000000000-23-000252
AI Filing Summary & Sentiment
File numbers found in text: 001-39961
Letter
United States securities and exchange commission logo January 11, 2023 John Gregg Co-Chief Executive Officer BlueRiver Acquisition Corp. 250 West Nottingham Drive Suite 400 San Antonio, TX 78209 Re:BlueRiver Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 30, 2022 File No. 001-39961 Dear John Gregg: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose
FirstName LastNameJohn Gregg Comapany NameBlueRiver Acquisition Corp. January 11, 2023 Page 2 FirstName LastName John Gregg BlueRiver Acquisition Corp. January 11, 2023 Page 2 the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Catherine De Lorenzo at 202-551-4079 or Jeffrey Gabor at 202-551- 2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel J. Espinoza, Esq.
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United States securities and exchange commission logo
January 11, 2023
John Gregg
Co-Chief Executive Officer
BlueRiver Acquisition Corp.
250 West Nottingham Drive
Suite 400
San Antonio, TX 78209
Re:BlueRiver Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 30, 2022
File No. 001-39961
Dear John Gregg:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this
comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose
FirstName LastNameJohn Gregg
Comapany NameBlueRiver Acquisition Corp.
January 11, 2023 Page 2
FirstName LastName
John Gregg
BlueRiver Acquisition Corp.
January 11, 2023
Page 2
the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Catherine De Lorenzo at 202-551-4079 or Jeffrey Gabor at 202-551-
2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel J. Espinoza, Esq.