Blue Water Acquisition Corp. (Nasdaq: BLUW), a special purpose
acquisition company (“Blue Water”), today announced that its
stockholders have voted to approve the proposed business
combination (the “Business Combination”) with Clarus Therapeutics,
Inc., a pharmaceutical company dedicated to providing solutions to
unmet medical needs by advancing androgen and metabolic therapies
for men and women (“Clarus”) at its special meeting of stockholders
(the “Special Meeting”) held today, August 27, 2021.
Holders of approximately 73.95% of Blue Water’s issued and
outstanding shares cast votes at the Special Meeting. Approximately
69.57% of the votes cast at the Special Meeting voted to approve
the Business Combination.
A total of 3,270,531 shares of common stock were presented for
redemption in connection with the Special Meeting. There will be
approximately $25.29 million remaining in the trust account
following redemptions.
In light of receipt of the requisite approvals by Blue Water’s
stockholders described above, Blue Water expects the Business
Combination to be completed promptly following the satisfaction or
waiver of the other conditions to the consummation of the Business
Combination, as applicable. As previously announced, the combined
company will be named “Clarus Therapeutics Holdings, Inc.” and its
common stock and warrants are expected to start trading on the
Nasdaq Global Market following the closing under the new ticker
symbols “CRXT,” and “CRXTW,” respectively.
A Current Report on Form 8-K disclosing the full voting results
will be filed by Blue Water with the Securities and Exchange
Commission (the “SEC”).
About Blue Water Acquisition Corp.
Blue Water is a special purpose acquisition company formed in
Delaware for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Forward-Looking Statements
Certain statements made in this press release are
"forward-looking statements" within the meaning of the federal
securities laws, including statements about the parties' ability to
close the Business Combination and related transactions, the
anticipated benefits of the Business Combination, and the financial
conditions, results of operations, earnings outlook and prospects
of Blue Water and/or the Business Combination and related
transactions and may include statements for the period following
the consummation of the Business Combination and related
transactions. In addition, any statements that refer to projections
(financial or otherwise), forecasts or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking
statements are typically identified by words such as "plan,"
"believe," "expect," "anticipate," "intend," "outlook," "estimate,"
"forecast," "project," "continue," "could," "may," "might,"
"possible," "potential," "predict," "should," "would" and other
similar words and expressions, but the absence of these words does
not mean that a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of Blue Water and Clarus, as
applicable, and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements, including but not limited to: (i) the
risk that the Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of Blue
Water’s securities, (ii) the risk that the Business Combination may
not be completed by Blue Water’s Business Combination deadline and
the potential failure to obtain an extension of the Business
Combination deadline if sought by Blue Water, (iii) the failure to
satisfy the conditions to the consummation of the Business
Combination, (iv) the lack of a third-party fairness opinion in
determining whether or not to pursue the Business Combination, (v)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (vi)
the effect of the announcement or pendency of the Business
Combination on Clarus’s business relationships, operating results,
and business generally, (vii) risks that the Business Combination
disrupts current plans and operations of Clarus, (viii) risks
related to Clarus’s ability to increase sales of JATENZO®, secure
favorable reimbursement coverage for such sales and expand its
product offerings to include a pipeline of androgen and metabolic
therapies for men and women, including orphan indications, (ix) the
outcome of existing legal proceedings in which Clarus is involved
with respect to its intellectual property, (x) the outcome of any
legal proceedings that may be instituted against Clarus or against
Blue Water related to the Merger Agreement or the Business
Combination, (xi) the ability to maintain the listing of Blue
Water’s securities on a national securities exchange, (xii) changes
in the competitive and regulated industries in which Clarus
operates, variations in operating performance across competitors,
changes in laws and regulations affecting the business of Clarus
and changes in the combined capital structure, (xiii) the ability
to implement business plans, forecasts, and other expectations
after the completion of the Business Combination, and identify and
realize additional opportunities, (xiv) the risk of downturns and a
changing regulatory landscape in the highly competitive
pharmaceutical industry, (xv) costs related to the Business
Combination and the failure to realize anticipated benefits of the
Business Combination or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
stockholder redemptions, (xvi) risks related to the matters set
forth in the Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition
Companies, issued by the Division of Corporate Finance of the SEC
on April 12, 2021, and (xvii) other risks and uncertainties
described in the "Risk Factors" section of the registration
statement on Form S-4, which includes a proxy statement/prospectus
and which was declared effective by the SEC on July 23, 2021 (the
“Registration Statement”), and other documents filed by Blue Water
from time to time with the SEC. Readers are cautioned not to put
undue reliance on forward-looking statements, and Blue Water and
Clarus assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise. Neither of Blue Water and
Clarus gives any assurance that Blue Water, Clarus, or the combined
company, will achieve its expectations.
No Offer; No Assurance
This press release will not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor will there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
There can be no assurance that the potential benefits of
combining the companies will be realized. The description of the
Business Combination and the transactions contemplated thereby
contained herein is only a summary and is qualified in its entirety
by the disclosures in the Registration Statement and by the
definitive agreements relating to the Business Combination, copies
of which have been filed by Blue Water with the SEC.
Blue Water Contact
Joe HernandezChief Executive Officer15 E. Putnam Avenue, Suite
363Greenwich, CT 06830(646) 303-0737
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