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    Goodwin Procter LLP

    Three Embarcadero Center

    San Francisco, CA 94111

    T: 415.733.6000

    F: 415.677.9041

    goodwinprocter.com

January 11, 2023

VIA EDGAR

    Office of Real Estate & Construction

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F. Street, N.E.

    Washington, D.C. 20549

    Re:
    BlueRiver Acquisition
    Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed December 30, 2022

    File No. 001-39961

Ladies and Gentlemen:

This letter is being submitted on behalf BlueRiver
Acquisition Corp. (the “Company”) in response to the comment of the staff of the Division of Corporation Finance (the
 “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the
Company’s preliminary proxy statement on Schedule 14A filed on December 30, 2022 (the “Preliminary Proxy Statement”),
as set forth in your letter dated January 11, 2023 (the “Comment Letter”).

The text of the Comment Letter has been reproduced
herein with a response below the numbered comment. Defined terms used herein but not otherwise defined shall have the meaning set forth
in the Preliminary Proxy Statement, unless otherwise specified.

The responses provided herein are based upon information
provided to Goodwin Procter LLP by the Company.

Preliminary Proxy Statement on Schedule 14A filed December
30, 2022

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 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.

RESPONSE: We respectfully advise the Staff that the Company’s
sponsor is not, is not controlled by, and does not have substantial ties with, a non-U.S. person.

* * *

Division of Corporation Finance

January 11, 2023

Page 2

If you have any questions or would like further
information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact Daniel J. Espinoza at (650)
752-3152 or DEspinoza@goodwinlaw.com.

    Sincerely,

    /s/ Dan Espinoza

    Goodwin Procter LLP

    cc:
    Catherine De Lorenzo

    Jeffrey Gabor

    Securities and Exchange
    Commission

    Eric Medina

    BlueRiver Acquisition
    Corp.