![]() It is currently expected that Clarus securityholders and noteholders will hold in aggregate approximately 70.0% of the issued and outstanding shares of New Blue Water common stock immediately following the Closing (excluding outstanding Blue Water warrants, and assuming that (i) there are no redemptions of shares of Blue Water Class A common stock by Blue Water stockholders, (ii) the negative Closing Net Indebtedness is $43.1 million (which is the maximum provided in the Merger Agreement), (iii) no awards are issued under the new equity incentive plan to be adopted by Blue Water in connection with the Business Combination, and (iv) no Blue Water warrants are issued prior to the Business Combination).īlue Water’s units, Blue Water Class A common stock and Blue Water’s public warrants are publicly traded on the Nasdaq Capital Market (“ Nasdaq”). The Merger Consideration will be allocated among Clarus securityholders as determined by Clarus shortly prior to the Closing. The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post -Closing true -up or adjustment. The Merger Consideration to be paid to Clarus securityholders will be paid solely by the delivery of the Merger Consideration Shares. See “ Summary of the Proxy Statement/Prospectus - The Business Combination Proposal (Proposal 1) - Merger Consideration” for additional details. ![]() ![]() (iii) a number of shares of New Blue Water Class A common stock equal to the outstanding balance (principal and interest) at Closing of convertible and non -convertible promissory notes of Clarus issued between the date of the Merger Agreement and Closing divided by $10.00, provided that Clarus may elect, in its discretion to instead pay off the outstanding balance of, and any redemption premium on, the non -convertible promissory notes at Closing. (ii) 1,500,000 shares of New Blue Water Class A Common Stock issuable to the holders of certain non -convertible promissory notes of Clarus in exchange for $10.0 million of the aggregate principal amount of such notes and certain outstanding royalty rights plus (i) 17,929,832 shares of New Blue Water Class A common stock, subject to adjustment to account for the net indebtedness of Clarus as of the Closing, net of its cash and cash equivalents (“ Closing Net Indebtedness”), divided by $10.20 plus The Merger Agreement provides that the aggregate Merger consideration to be paid to Clarus securityholders as of immediately prior to the Effective Time (“ Clarus securityholders”) will be a number of New Blue Water Class A common stock (the “ Merger Consideration Shares” equal to (the “ Merger Consideration”): Upon the consummation of the Business Combination, Blue Water will change its name to “Clarus Therapeutics Holdings, Inc.” If (i) the Merger Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “ Business Combination”) are approved by Blue Water’s and Clarus’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub will merge with and into Clarus with Clarus surviving the Merger as a wholly -owned subsidiary of Blue Water, and all shares of Clarus stock issued and outstanding immediately prior to the effective time of the Merger (the “ Effective Time”) (other than those properly exercising any applicable appraisal rights under Delaware law) will be either converted into the right to receive shares of New Blue Water common stock or else be canceled, retired and terminated without consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement/prospectus. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. We are pleased to provide this proxy statement/prospectus relating to the proposed merger (the “ Merger”) of Blue Water Merger Sub Corp., a Delaware corporation (“ Merger Sub”) and wholly -owned subsidiary of Blue Water Acquisition Corp., a Delaware corporation (“ Blue Water”), with and into Clarus Therapeutics, Inc., a Delaware corporation (“ Clarus”), pursuant to an Agreement and Plan of Merger, dated as of Ap(as it may be amended or supplemented from time to time, the “ Merger Agreement”), by and among Blue Water, Merger Sub and Clarus. To the Stockholders of Blue Water Acquisition Corp.:
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