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Item 7.01
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Regulation FD Disclosure.
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On July 15, 2021, Clarus Therapeutics,
Inc., a Delaware corporation (“Clarus”) issued a press release announcing that it has agreed to a settlement
with Lipocine, Inc. (“Lipocine”), pursuant to which the parties agreed to settle all outstanding claims in the
patent infringement lawsuit brought against Clarus by Lipocine and to further resolve a patent interference between the parties.
A copy of the press release announcing
the terms of the settlement is attached as Exhibit 99.1 hereto and incorporated by reference.
The information in this Item 7.01
and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information About the Business Combination and Where to
Find It
In connection with the proposed
business combination (the “Business Combination”) among Blue Water Acquisition Corp., a Delaware corporation
(the “Company”), Blue Water Merger Sub Corp., a Delaware corporation (“Merger Sub”)
and Clarus, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered on April 27, 2021,
the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”) on May 14, 2021, as amended, which includes a preliminary proxy statement/prospectus. The
Company’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus, any amendments
thereto, the definitive proxy statement/prospectus, when available, and documents incorporated by reference therein filed in connection
with the Business Combination, as these materials will contain important information about the Company, Clarus, the Merger Agreement and
the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the Business
Combination will be mailed to stockholders of the Company as of a record date to be established for voting on the Business Combination.
Stockholders of the Company will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus,
the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without
charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Blue Water Acquisition Corp., 15 E.
Putnam Avenue, Suite 363, Greenwich, CT 06830, Attention: Joseph Hernandez.
Participants in the Solicitation
The Company, Clarus and their
respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of
proxies from the Company’s stockholders with respect to the Business Combination. Investors and securityholders may obtain more
detailed information regarding the names and interests in the Business Combination of the Company’s directors and officers in the
Company’s filings with the SEC, including the Registration Statement, and such information with respect to Clarus’s directors
and executive officers will also be included in the Registration Statement.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination
between Clarus and the Company, including without limitation statements regarding the anticipated benefits of the Business Combination,
the anticipated timing of the Business Combination, future financial condition and performance of Clarus and the combined company after
the closing of the Business Combination and expected financial impacts of the Business Combination, the satisfaction of closing conditions
to the Business Combination, the level of redemptions of the Company’s public stockholders and the products and markets and expected
future performance and market opportunities of Clarus. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual
future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, 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
the Company’s securities, (ii) the risk that the Business Combination may not be completed by the Company’s business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company, (iii) the failure
to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders
of the Company, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed 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’ business relationships, operating results, and business
generally, (vii) risks that the proposed Business Combination disrupts current plans and operations of Clarus, (viii) risks related to
Clarus’ 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 the Company related to the Merger Agreement or the proposed Business Combination, (xi)
the ability to maintain the listing of the Company’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 proposed 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) those factors discussed in the Company’s filings with
the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties that are described in the “Risk Factors” section of the Registration Statement and other documents to be filed
by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while Clarus and
the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise
these forward-looking statements, whether as a result of new information, future events or otherwise. Neither of Clarus or the Company
gives any assurance that Clarus or the Company, or the combined company, will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K will
not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination.
This Current Report on Form 8-K will also 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, or an exemption therefrom.