CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus (including the documents incorporated by reference herein) contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Blue Water and Clarus. These statements are based on the beliefs and assumptions of the management of Blue Water and Clarus. Although Blue Water and Clarus believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Blue Water nor Clarus can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Neither RSM, Clarus’s independent auditor, nor Marcum, Blue Water’s independent auditor, has examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of RSM included in this proxy statement/prospectus relates to historical financial information of Clarus, and the report of Marcum included in this proxy statement/prospectus relates to historical financial information of Blue Water. Neither report extends to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

•        the ability of Blue Water and Clarus prior to the Business Combination to meet the Closing conditions to the Business Combination, including approval by stockholders of Blue Water and Clarus of the Business Combination and related proposals, and the availability of at least $5,000,001 in net tangible assets, after giving effect to redemptions of public shares, if any;

•        the ability of the Combined Entity following the Business Combination, to realize the benefits from the Business Combination;

•        the ability of Blue Water to complete the Business Combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the ability of Blue Water and Clarus prior to the Business Combination, and the Combined Entity following the Business Combination, to obtain and/or maintain the listing of New Blue Water common stock on Nasdaq following the Business Combination;

•        future financial performance following the Business Combination;

•        public securities’ potential liquidity and trading;

•        the use of proceeds not held in the Trust Account or available to Blue Water from interest income on the Trust Account balance;

•        the impact from the outcome of any known and unknown litigation;

•        the ability of the Combined Entity to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

•        expectations regarding future expenditures of the Combined Entity following the Business Combination;

•        the future mix of revenue and effect on gross margins of the Combined Entity following the Business Combination;

•        the attraction and retention of qualified directors, officers, employees and key personnel of Blue Water and Clarus prior to the Business Combination, and the Combined Entity following the Business Combination;

•        the ability of the Combined Entity to compete effectively in a competitive industry;

•        the ability to protect and enhance Clarus’s corporate reputation and brand;

•        expectations concerning Clarus’s relationships and actions with third parties;

•        the impact from future regulatory, judicial, and legislative changes in Clarus’s or the Combined Entity’s industry;

•        the ability to locate and acquire complementary products or product candidates and integrate those into Clarus’s or the Combined Entity’s business;

•        future arrangements with, or investments in, other entities or associations;

•        intense competition and competitive pressures from other companies in the industries in which the Combined Entity will operate; and

•        other factors detailed under the section entitled “Risk Factors.”

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Blue Water or Clarus “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this prospectus/proxy statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Blue Water or Clarus has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Blue Water, Clarus and/or the Combined Entity may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Blue Water’s, Clarus’s or the Combined Entity’s actual results to differ include:

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against Blue Water, Clarus, the Combined Entity or others following announcement of the Merger Agreement and the transactions contemplated therein or following consummation of the Business Combination;

•        the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of Blue Water or Clarus or other conditions to closing in the Merger Agreement;

•        the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•        costs related to the proposed Business Combination;

•        the possibility that Blue Water, Clarus or the Combined Entity may be adversely impacted by other economic, business, and/or competitive factors;

•        risks related to the global COVID-19 pandemic;

•        future exchange and interest rates; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by Blue Water or the Combined Entity.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Blue Water and Clarus prior to the Business Combination, and the Combined Entity following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Blue Water or Clarus assess the impact of all such risk factors on the business of Blue Water and Clarus prior to the Business Combination, and the Combined Entity following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to Blue Water or Clarus or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Blue Water Special Meeting. The following questions and answers do not include all the information that is important to stockholders of Blue Water. We urge the stockholders of Blue Water to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT THE BLUE WATER PROPOSALS

Q.     Why am I receiving this proxy statement/prospectus?

A.     Blue Water stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Merger Agreement, among other proposals. Pursuant to the Merger set forth in the Merger Agreement, Clarus will become a wholly-owned subsidiary of Blue Water. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Blue Water Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

THE VOTE OF BLUE WATER STOCKHOLDERS IS IMPORTANT. BLUE WATER STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE MEETING.

Below are proposals on which Blue Water stockholders are being asked to vote.

1)     The Business Combination Proposal (Proposal 1).

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time:

(a)     the outstanding shares of Class A common stock, par value $0.0001 per share, of Blue Water, including any shares of Class B common stock, par value $0.0001 per share, of Blue Water that are converted into Blue Water Class A common stock in accordance with Blue Water’s amended and restated certificate of incorporation, will be redesignated as common stock, par value $0.0001 per share, of Clarus Therapeutics Holdings, Inc. (which will be the new name of Blue Water after the Closing, as described below) (referred to herein as “New Blue Water common stock”);

(b)    certain shares of preferred stock of Clarus (such shares, the “Clarus Consideration-Receiving Preferred Stock”) will be canceled and converted into the right to receive, in the aggregate, a number of New Blue Water common stock with an aggregate value equal to (the “Merger Consideration”) (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 (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 (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.

(c)     certain convertible and non-convertible notes with aggregate outstanding balance (principal and interest) of $87.7 million (such notes, the “Clarus Consideration-Receiving Notes”), will be converted into the right to receive a number of New Blue Water common stock with an aggregate value equal to a portion of the Merger Consideration;

(d)    all shares of Clarus stock other than the Clarus Consideration-Receiving Preferred Stock will be canceled, retired and terminated without any consideration or any liability to Clarus with respect thereto;

(e)     certain warrants to purchase Clarus stock will be converted into Clarus Converting Warrants; and

(f)     all outstanding options, warrants or rights to subscribe for or purchase any capital stock of Clarus or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Clarus (in each case, excluding the Clarus Consideration-Receiving Notes and the Clarus Converting Warrants) that have not been exercised or converted prior to the Effective Time will be canceled, retired and terminated.

In addition to the approval of the Proposals at the Blue Water Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “Business Combination Proposal — Conditions to the Closing.”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of Clarus and Blue Water, or by Clarus or Blue Water acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “Business Combination Proposal — Termination.”

Pursuant to the Blue Water Charter, in connection with the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Blue Water Charter. As of June 15, 2021, the pro rata portion of the funds available in the Trust Account for the Public Shares was approximately $10.20 per share. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its Class A common stock for cash and will only have equity interests in the Combined Entity pursuant to its right to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Blue Water Special Meeting. Holders of Public Shares may elect to redeem their shares whether or not such shares are voted at the Blue Water Special Meeting. See the section titled “Blue Water Special Meeting — Redemption Rights.”

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal are approved at the Blue Water Special Meeting. In addition, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The Combined Entity’s board of directors will increase to seven members upon the closing of the Business Combination. In accordance with the Amended Charter to be filed immediately after the closing of the Business Combination, the board of directors of the Combined Entity will be divided into three classes, with each director to serve for a three-year term, except for the initial terms after the Closing. At each annual general meeting of stockholders of the Combined Entity, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. See the Charter Amendment Proposals below for more information.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

2) The Charter Amendment Proposals (Proposals 2 through 5).

Blue Water stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of each of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal and the consummation of the Business Combination,

a second amendment and restatement of the Blue Water Charter, as set out in the draft second amended and restated version of Blue Water’s certificate of incorporation appended to this proxy statement/prospectus as Annex B (the “Amended Charter”), for the following amendments (collectively, the “Charter Amendment Proposals”):

(a)     To provide that the name of New Blue Water shall be changed to “Clarus Therapeutics Holdings, Inc.” (Proposal 2);

(b)    To provide for the structure of the post-Closing board of directors of the Combined Entity, split into three classes of as even size as practicable, Class I, II, and III each to serve a term of three (3) years, except for the initial term, for which the Class I directors will be up for reelection at the first annual meeting of stockholders occurring after the Closing, and for which the Class II directors will be up for reelection at the second annual meeting of stockholders occurring after the Closing. Directors will not be able to be removed during their term except for cause, and then only by the affirmative vote of only by the affirmative vote of the holders of not less than two thirds (2/3) of the outstanding shares of capital stock then entitled to vote at an election of directors. The size of the board of directors of the Combined Entity shall be determined by resolution of the board of directors of the Combined Entity but will initially be seven (7) (Proposal 3);

(c)     To remove and change certain provisions in the Blue Water Charter related to Blue Water’s status as a special purpose acquisition company, including the deletion of Article IX of the Blue Water Charter in its entirety (Proposal 4); and

(d)    Conditioned on the approval of Proposals 2-4, a proposal to approve the proposed Amended Charter in the form attached as Annex B hereto, which includes the approval of all other changes in the proposed charter in connection with replacing the existing Blue Water Charter with the proposed Amended Charter as of the Effective Time (Proposal 5).

3) The Director Election Proposal (Proposal 6)

To consider and vote upon a proposal to elect seven (7) directors to serve on the Combined Entity’s board of directors effective from the consummation of the Business Combination until the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified (Proposal 6).

4) The Incentive Plan Proposal (Proposal 7)

Blue Water is proposing that its stockholders approve and adopt the Equity Incentive Plan, which will become effective upon the Closing of the Business Combination.

The Equity Incentive Plan will reserve a number of shares of New Blue Water common stock equal to 10% of the amount of New Blue Water common stock to be outstanding immediately following consummation of the Business Combination for issuance for awards in accordance with the terms of the Equity Incentive Plan. The purpose of the Equity Incentive Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of Blue Water and its affiliates and promoting the creation of long-term value for stockholders of Blue Water by closely aligning the interests of such individuals with those of other stockholders. The Equity Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of stockholder value.

A summary of the Equity Incentive Plan is set forth in the “The Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex C. You are encouraged to read the Equity Incentive Plan in its entirety.

5) The Adjournment Proposal (Proposal 8)

To consider and vote upon a proposal to adjourn the Blue Water Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Blue Water Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal or the Incentive Plan Proposal.

Q:     When and where will the Blue Water Special Meeting take place?

A:     The Blue Water Special Meeting will be held on [ ], at 10:00 a.m., Eastern Time, via live audio webcast at https://www.cstproxy.com/[            ] or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:     Are the proposals conditioned on one another?

A:     Unless the Business Combination Proposal is approved, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal will not be presented to the stockholders of Blue Water at the Blue Water Special Meeting, insofar as the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if the Business Combination Proposal does not receive the requisite vote for approval, we will not consummate the Business Combination. If Blue Water does not consummate the Business Combination and fails to complete an initial business combination by December 17, 2021 (or June 17, 2022 if Blue Water extends the period of time to consummate a business combination), Blue Water will be required, in accordance with the Blue Water Charter, to dissolve and liquidate its Trust Account by returning the then remaining funds in such account (less amounts released to pay tax obligations and up to $50,000 for dissolution expenses, and amounts paid pursuant to redemptions) to its public stockholders, unless it seeks and obtains the approval of Blue Water stockholders to amend the Blue Water Charter to extend such date.

Q:     What will happen in the Business Combination?

A:     At the Closing, Merger Sub will merge with and into Clarus, with Clarus surviving such Merger, as a result of which certain Clarus securityholders (except those who properly exercise appraisal rights under applicable Delaware law) will receive newly issued shares of New Blue Water common stock, and other outstanding Clarus securities will be terminated and canceled without consideration. Upon consummation of the Business Combination, Clarus will become a wholly-owned subsidiary of Blue Water and Blue Water will change its name to Clarus Therapeutics Holdings, Inc. After the Closing of the Business Combination, the cash held in the Trust Account will be released from the Trust Account and used to pay each of Blue Water’s and Clarus’s transaction expenses and other liabilities of Blue Water due as of the Closing, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What equity stake will current stockholders of Blue Water and Clarus securityholders and noteholders hold in the Combined Entity after the Closing?

A:     It is anticipated that, upon the completion of the Business Combination, Blue Water’s public stockholders will retain an ownership interest of approximately 24.0% of the outstanding capital stock of the Combined Entity, the Sponsor will retain an ownership interest of approximately 6.0% of the outstanding capital stock of the Combined Entity and the Clarus securityholders and noteholders will own approximately 70.0% of the outstanding capital stock of the Combined Entity. The foregoing ownership percentages with respect to the Combined Entity following the Business Combination exclude any outstanding Warrants and assume that (i) there are no redemptions of any shares by Blue Water’s public stockholders in connection with the Business Combination, (ii) the negative Closing Net Indebtedness is $41.3 million, based on Clarus’s audited financial statements as of December 31, 2020, (iii) no awards are issued under the Equity Incentive Plan and (iv) no Working Capital Warrants or Extension Warrants are issued. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Blue Water’s existing stockholders in the Combined Entity will be different.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of Blue Water of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal. The Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to the closing of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q:     Why is Blue Water providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the Blue Water Charter, Blue Water must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Blue Water’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Blue Water has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Blue Water is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the closing of the Business Combination.

Q:     Did the Blue Water Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. The Blue Water Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, the Blue Water Board and Blue Water’s management conducted due diligence on Clarus and researched the industry in which Clarus operates and concluded that the Business Combination was in the best interest of Blue Water’s stockholders. Accordingly, you will be relying solely on the judgment of the Blue Water Board in valuing Clarus and assuming the risk that the Blue Water Board may not have properly valued such business. For a discussion of the material factors considered by the Blue Water Board in approving the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1) — The Board’s Reasons for Approval of the Business Combination” in this proxy statement/prospectus.

Q:     Are there any arrangements to help ensure that Blue Water will have sufficient funds, together with the proceeds in its Trust Account, to consummate the Business Combination?

A:     Yes. In connection with the Merger Agreement, on April 27, 2021, Blue Water, Clarus, and certain Clarus equityholders and noteholders party thereto entered into a Transaction Support Agreement (the “Transaction Support Agreement”) pursuant to which, among other things, the Clarus equityholders party thereto agreed to provide to Clarus up to $15.0 million in operational funding, memorialized by convertible notes (of which approximately $7.2 million was funded prior to April 27, 2021), with a possibility of an additional $20.0 million in excess operational funding. The already-funded portion of such funding will convert at the Effective Time into the right to receive Merger Consideration at a per-share conversion value of $10.20, and the remainder of such operational funding and any excess operational funding provided prior to the Effective Time will convert at the Effective Time into the right to receive Merger Consideration at a per-share conversion value of $10.00. In addition, the Clarus noteholders party to the Transaction Support Agreement agreed to transfer to Blue Water, at the Effective Time, $10.0 million of the outstanding aggregate principal amount of their notes in exchange for 1.5 million shares of New Blue Water Class A common stock. In addition, Blue Water and/or Clarus may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

Q:     How many votes do I have at the Blue Water Special Meeting?

A:     Blue Water stockholders are entitled to one vote at the Blue Water Special Meeting for each share of Blue Water common stock held of record as of [  ], 2021, the record date for the Blue Water Special Meeting (the “Record Date”). Holders of Class A common stock and Class B common stock will vote together as one class. As of the close of business on the Record Date, there were 7,187,500 outstanding shares of Blue Water common stock.

Q:     What vote is required to approve the proposals presented at the Blue Water Special Meeting?

A:     The approval of the Charter Amendment Proposals requires the affirmative vote of a majority of the issued and outstanding Blue Water common stock as of the Record Date. Accordingly, a Blue Water stockholder’s failure to vote by proxy or to vote in person at the Blue Water Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposals.

The approval of Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Blue Water common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Blue Water Special Meeting. A Blue Water stockholder’s failure to vote by proxy or to vote in person at the Blue Water Special Meeting will not be counted towards the number of shares of Blue Water common stock required to validly establish a quorum,

and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Abstentions will be counted towards the number of shares of Blue Water common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Business Combination Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

The approval of the Director Election Proposal requires a plurality vote of the shares of Blue Water common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Blue Water Special Meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. A Blue Water stockholder’s failure to vote by proxy or to vote in person at the Blue Water Special Meeting will have no effect on the Director Election Proposal. You may vote “FOR” or “WITHHOLD” authority to vote for each of the director nominees with respect to the Director Election Proposal. “Withhold” votes will be counted towards the number of shares of Blue Water common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Director Election Proposal.

If the Business Combination Proposal is not approved, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal will not be presented to the Blue Water stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

Our Sponsor, directors and officers have agreed to vote their shares in favor of the Business Combination, including the Business Combination Proposal and the other Proposals. As a result, we would need only 2,185,001, or approximately 38.0%, of the 5,750,000 Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved, assuming all outstanding shares are voted.

Q:     May Blue Water, the Sponsor or Blue Water’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve the proposed Business Combination, Blue Water’s Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from Blue Water stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Blue Water’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Blue Water shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that Blue Water’s Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:     What constitutes a quorum at the Blue Water Special Meeting?

A:     Holders of a majority in voting power of Blue Water common stock issued and outstanding and entitled to vote at the Blue Water Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Blue Water Special Meeting. As of the Record Date, [ ] shares of Blue Water common stock would be required to achieve a quorum.

Q:     How will the Sponsor, directors and officers of Blue Water vote?

A:     The Sponsor, as Blue Water’s initial stockholder, has agreed to vote its Founder Shares (as well as any Public Shares purchased during or after the Blue Water IPO) in favor of the initial business combination, including the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Incentive Plan Proposal. Accordingly, if Blue Water seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote their Founder Shares in accordance with the majority of the votes cast by Blue Water’s public stockholders.

As a result, we would need only 2,185,001, or approximately 38.0%, of the 5,750,000 Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved, assuming all outstanding shares are voted.

Q:     What interests do Blue Water’s current officers and directors have in the Business Combination?

A:     Ms. Kimberly Murphy and Joseph Hernandez will remain as directors of the Combined Entity following the Business Combination. None of the Sponsor or current officers or directors of Blue Water will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination or as described above. The interests of the Sponsor or current officers or directors of Blue Water may be different from or in addition to (and which may conflict with) your interest. These interests include:

•        unless Blue Water consummates an initial business combination, Blue Water’s officers and directors and the Sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

•        as a condition to the Blue Water IPO, the Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Founder Shares cannot be transferred for 180 days following the consummation of an initial business combination;

•        the Placement Warrants purchased by the Sponsor, will be worthless if a business combination is not consummated;

•        the Sponsor has agreed that the Placement Warrants, and all of their underlying securities, will not be sold or transferred by it until after Blue Water has completed a business combination, subject to limited exceptions;

•        the fact that the Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination;

•        the fact that the Sponsor has agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the Sponsor may loan to Blue Water additional funds for working capital purposes prior to the Business Combination. There are no working capital loans from the Sponsor currently outstanding. If the Business Combination is not consummated and Blue Water does not otherwise consummate another business combination prior to December 17, 2021 (or June 17, 2022 if Blue Water extends the period of time to consummate a business combination), then there will likely be insufficient funds to pay the working capital loans;

•        $575,000 may be loaned by the Sponsor or its affiliates or designees for each three-month extension (for up to $1,150,000) of the time that we have to consummate a business combination, which amount may be converted into Extension Warrants, at the price of $1.00 per warrant and such warrants would be identical to the Placement Warrants, including as to exercise price, exercisability and exercise period;

•        if Blue Water does not complete an initial business combination by December 17, 2021 (or June 17, 2022 if Blue Water extends the period of time to consummate a business combination), a portion of the proceeds from the sale of the Placement Warrants will be included in the liquidating distribution to Blue Water’s public stockholders and the Placement Warrants will expire worthless; and

•        if the Trust Account is liquidated, including in the event Blue Water is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Blue Water to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share by the claims of prospective target businesses with which Blue Water has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Blue Water, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

These interests may influence Blue Water’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q:     What interests do Clarus’s current officers and directors have in the Business Combination?

A:     Members of Clarus’s board of directors and its executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interest. These interests include, without limitation, the following:

•        Dr. Robert E. Dudley, the Founder, Chairperson, Chief Executive Officer and President, and member of the board of directors, of Clarus is expected to serve as a member of the board of directors, and the Chief Executive Officer and President, of the Combined Entity after consummation of the Business Combination;

•        Elizabeth Cermak, Alex Zisson and Mark Prygocki, each of whom currently serves on the board of directors of Clarus, are expected to be directors of the Combined Entity after consummation of the Business Combination;

•        Richard Peterson, the current Chief Financial Officer of Clarus, Frank Jaeger, the current Chief Commercial Officer of Clarus, Jay Newark, the current Chief Medical Officer of Clarus, and Steve Bourne, the current Chief Administrative Officer of Clarus, are expected to serve as officers of the Combined Entity in their same respective roles;

•        Clarus’s executive officers have entered into employment arrangements that are expected to become effective in connection with the Business Combination and which provide for payment of certain “sign-on bonuses”, a portion of which is payable promptly following consummation of the Business Combination;

•        Incentive bonuses earned in 2020 (but not yet paid) by some Clarus executive officer become payable shortly following the consummation of the Business Combination; and

•        Upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, Clarus’s executive officers are expected to receive grants of stock options and restricted stock units under the Equity Incentive Plan.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of Clarus’s Directors and Officers in the Business Combination” and “Executive Compensation of Clarus — Employment Agreements and Other Arrangements with Executive Officers and Directors” of this proxy statement/prospectus for a further discussion of these and other interests.

Q:     What happens if I sell my shares of Class A common stock before the Blue Water Special Meeting?

A:     The Record Date is earlier than the date of the Blue Water Special Meeting. If you transfer your shares of Class A common stock after the Record Date, but before the Blue Water Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Blue Water Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of Class A common stock prior to the Record Date, you will have no right to vote those shares at the Blue Water Special Meeting.

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination and exercise their redemption right?

A:     Blue Water stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, having at least $5,000,001 in net tangible assets immediately prior to or upon consummation of the Business Combination as described herein. In addition, with fewer Public Shares and public stockholders, the trading market for the Combined Entity’s stock may be less liquid than the market for Blue Water common stock was prior to consummation of the Business Combination and the Combined Entity may not be able to meet the listing standards for Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Clarus’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which Blue Water’s public stockholders exercise the maximum allowed redemption rights.

Q:     What happens if I vote against any of the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal or the Incentive Plan Proposal?

A:     If any of the Required Proposals are not approved, the Business Combination is not consummated and Blue Water does not otherwise consummate an alternative business combination by December 17, 2021 (or June 17, 2022 if Blue Water extends the period of time to consummate a business combination), pursuant to the Blue Water Charter, Blue Water will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders, unless (in the event the Business Combination is not consummated by June 17, 2022) Blue Water seeks and obtains the consent of its stockholders to amend the Blue Water Charter to extend the date by which it must consummate its initial business combination (an “Extension”).

Q:     Do I have redemption rights in connection with the Business Combination?

A:     Pursuant to the Blue Water Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Blue Water Charter. As of June 15, 2021, based on funds in the Trust Account of $58,652,474.78 as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Blue Water Class A common stock was approximately $10.20 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Class A common stock for cash and will only have equity interests in the Combined Entity pursuant to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Blue Water’s transfer agent prior to the Blue Water Special Meeting. See the section titled “Blue Water Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you attend or vote your shares of Blue Water common stock at the Blue Water Special Meeting, and regardless of how you vote your shares. As a result, the Merger Agreement and the Required Proposals can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on [ ] (two (2) business days before the Blue Water Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn:    Mark Zimkind
E-mail: mzimkind@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of Common Stock. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “15% threshold,” without the prior consent of Blue Water. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Blue Water’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Blue Water does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Blue Water’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Blue Water’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Blue Water’s transfer agent return the shares (physically or electronically). You may make such request by contacting Blue Water’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     We expect that a U.S. holder (as defined herein) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that a U.S. holder owns or is deemed to own (including through the ownership of Public Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “The Business Combination Proposal — United States Federal Income Tax Considerations of the Redemption.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     If I am a Warrant Holder, can I exercise redemption rights with respect to my Warrants?

A:     No. The holders of Warrants have no redemption rights with respect to Warrants.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the constituent Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares, and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of Blue Water common stock in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•        Blue Water stockholders who properly exercise their redemption rights;

•        certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Blue Water or Clarus in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•        any loans owed by Blue Water to its Sponsor for any Blue Water transaction expenses, and other administrative expenses incurred by Blue Water; and

•        for general corporate purposes including, but not limited to, working capital for operations.

Any remaining cash will be used for working capital and general corporate purposes of the Combined Entity.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Blue Water is unable to complete the Business Combination or another initial business combination transaction by December 17, 2021 (or June 17, 2022 if Blue Water extends the period of time to consummate a business combination), Blue Water’s Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable and up to $50,000 for dissolution expenses, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

Blue Water expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Blue Water’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Blue Water’s outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing” or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by either Blue Water or Clarus if the Closing has not occurred by October 27, 2021.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a stockholder of record of Blue Water as of [ ], 2021, the Record Date, you may submit your proxy before the Blue Water Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the Blue Water Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/[          ]. You will need the control number that is printed on your proxy card to enter the Blue Water Special Meeting. Blue Water recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Blue Water Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the Blue Water Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Blue Water Special Meeting?

A:     At the Blue Water Special Meeting, Blue Water will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal or marked “WITHHOLD” with respect to the Director Election Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. Abstentions will have no effect on the Business Combination Proposal, the Incentive Plan Proposal or the Adjournment Proposal. “Withhold” votes will have no effect on the Director Election Proposal.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Blue Water Special Meeting, because Blue Water does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposals. Broker non-votes will have no effect on the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal or the Adjournment Proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Blue Water without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Blue Water Special Meeting.

Q:     If I am not going to attend the Blue Water Special Meeting in person, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Blue Water Special Meeting or not, please read this entire proxy statement/prospectus, including the annexes, carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Blue Water believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to Blue Water’s secretary at the address listed below so that it is received by Blue Water’s secretary prior to the Blue Water Special Meeting or attend the Blue Water Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Blue Water’s secretary, which must be received by Blue Water’s secretary prior to the Blue Water Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Blue Water will pay the cost of soliciting proxies for the Blue Water Special Meeting. Blue Water has engaged Advantage Proxy to assist in the solicitation of proxies for the Blue Water Special Meeting. Blue Water has agreed to pay Advantage Proxy a fee of up to $25,000, plus disbursements. Blue Water will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Blue Water will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Blue Water common stock for their expenses in forwarding soliciting materials to beneficial owners of the Blue Water common stock and in obtaining voting instructions from those owners. Blue Water’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Joseph Hernandez

Chief Executive Officer

15 E. Putnam Avenue, Suite 363

Greenwich, CT 06830

(646) 303-0737

You may also contact our proxy solicitor, Advantage Proxy, at:

Karen Smith

President & CEO

PO Box 13581

Des Moines, WA 98198

Toll Free: (877) 870-8565

Collect: (206) 870-8565

(banks and brokers can call collect at (206) 870-8565)

Email: ksmith@advantageproxy.com

To obtain timely delivery, Blue Water stockholders must request the materials no later than [        ], 2021.

You may also obtain additional information about Blue Water from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Blue Water’s transfer agent prior to the Blue Water Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:    Mark Zimkind

E-mail: mzimkind@continentalstock.com