UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-39802
BLUE WATER ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | N/A | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
15 E. Putnam Avenue, Suite 363 Greenwich, CT | 06830 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 303-0737
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | ||
| Shares of Class A Common Stock, par value $0.0001 per share | BLUW | The NASDAQ Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share | BLUWW | The NASDAQ Stock Market LLC | ||
| Units, each consisting of one share of Class A Common Stock and one of one Redeemable Warrant | BLUWU | The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The registrant’s shares were not listed on any exchange and had no value as of the last business day of the second fiscal quarter of 2020. The registrant’s units begin trading on The NASDAQ Capital Market on December 15, 2020 and the registrant’s shares of Class A common stock and warrants began trading on The NASDAQ Capital Market on February 9, 2021. The aggregate market value of the units outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the units on December 31, 2020, as reported on The NASDAQ Capital Market was $59,512,500.
As of August 13, 2021, there were 5,807,500 shares of Class A common stock, par value $0.0001 per share (“Class A Common stock”) and 1,437,500 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common stock”), of the registrant issued and outstanding.
EXPLANATORY NOTE
Blue Water Acquisition Corp. (“Blue Water,” the “Company,” “we,” “us,” or “our”) is filing this Amendment on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed on May 6, 2021 (the “Original Filing”), to amend and restate Part II, Item 9A “Controls and Procedures,” with respect to our conclusions regarding the effectiveness of our disclosure controls and procedures and our internal control over financial reporting due to the identification of a material weakness in our internal control over financial reporting identified in connection with the Original Filing.
With respect to the amendment and restatement of Item 9A of Part II, while there is no requirement for any adjustments or restatement to our audited financial statements for the period ended December 31, 2020, a reasonable possibility existed at December 31, 2020 that the identified material weakness in our internal controls could have resulted in a material error in our financial results, which may not have been detected in a timely manner.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required by Rule 13a-14(a) under the Exchange Act are also being filed as exhibits to this Amendment. This Amendment should be read in conjunction with the Original Filing, which continues to speak as of the date of the Original Filing. Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Filing or modify or update any related or other disclosures, other than those discussed above. No other portions of the Original Filing were changed.
Part II.
| Item 9A. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, as a result of the Company’s determination of the need to reclassify the Company’s outstanding warrants from equity to warrant liability and certain other complex accounting transactions during the Company’s preparation of its Annual Report on Form 10-K for the period ended December 31, 2020 (the “Complex Transactions”), our disclosure controls and procedures were not effective as of December 31, 2020.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Controls over Financial Reporting
This report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period ended December 31, 2020 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than the remediation steps taken to address the material weakness that arose in connection with the Complex Transactions. Management has implemented remediation steps subsequent to December 31, 2020, to address the material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as a part of this report: |
| (3) | Exhibits. Exhibits are listed on the Exhibit Index at the end of this report. |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 31.1 | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* | |
| 31.2 | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* | |
| 32.1 | Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350* | |
| 32.2 | Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350* | |
| 101.INS | XBRL Instance Document** | |
| 101.SCH | XBRL Taxonomy Extension Schema** | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase** | |
| 101.LAB | XBRL Taxonomy Label Linkbase** | |
| 101.PRE | XBRL Definition Linkbase Document** | |
| 101.DEF | XBRL Definition Linkbase Document** |
| * | Filed herewith. |
| ** | Previously filed. |
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SIGNATURES
Pursuant to the requirements of Section13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| August 13, 2021 | Blue Water Acquisition Corp. | |
| By: | /s/ Joseph Hernandez | |
| Name: | Joseph Hernandez | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Joseph Hernandez | Chief Executive Officer and Chairman of the Board | August 13, 2021 | ||
| Joseph Hernandez | (Principal Executive Officer) | |||
| /s/ Jon Garfield | Chief Financial Officer | August 13, 2021 | ||
| Jon Garfield | (Principal Financial and Accounting Officer) | |||
| /s/ Kimberly Murphy | Director | August 13, 2021 | ||
| Kimberly Murphy | ||||
| /s/ James Sapirstein | Director | August 13, 2021 | ||
| James Sapirstein | ||||
| /s/ Michael Lerner | Director | August 13, 2021 | ||
| Michael Lerner | ||||
| /s/ Yvonne McBurney | Director | August 13, 2021 | ||
| Yvonne McBurney | ||||
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