UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2021
Blue Water Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 001-39802 | | 85-1231852 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
15 E. Putnam Avenue, Suite 363
Greenwich, CT 06830
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (646) 303-0737
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | |
| Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | | BLUWU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A Common Stock, par value $0.0001 per share | | BLUW | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | | BLUWW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01. Regulation FD Disclosure.
On April 12, 2021, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”). The Staff Statement, among other things, highlights the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies (“SPAC”) such as Blue Water Acquisition Corporation (the “Company”). The Staff Statement reflects the Staff’s view that in many cases, warrants issued by SPACs should be characterized as liabilities for accounting purposes, rather than as equity securities, unless certain conditions are met.
The Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”), and had expected to file the Form 10-K on or prior to April 15, 2021, the extended deadline for the Form 10-K. However, the Company is evaluating the applicability and impact of the Staff Statement on its financial statements to be included in the Form 10-K and believes, on a preliminary basis, that both its public and private warrants may be required to be accounted for as liabilities in the Form 10-K. Because the Company needs additional time to review these matters in detail and to discuss these matters with Marcum LLP, its independent registered public accounting firm, the Company will be unable to file the Form 10-K on a timely basis, but is working diligently to file the Form 10-K as soon as practicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Blue Water Acquisition Corporation |
| | | |
| | By: | /s/ Joseph Hernandez |
| | | Name: | Joseph Hernandez |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: April 15, 2021 | | |
