PROSPECTUS PROXY STATEMENT OF BLUE WATER ACQUISITION CORP. PROSPECTUS FOR UP TO 21,929,832 SHARES OF COMMON STOCK To the Stockholders of Blue Water Acquisition Corp.: We are pleased to provide this proxy statement/prospectus relating to the proposed merger (the “Merger”) of Blue Water Merger Sub Corp., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Blue Water Acquisition Corp., a Delaware corporation (“Blue Water”), with and into Clarus Therapeutics, Inc., a Delaware corporation (“Clarus”), pursuant to an Agreement and Plan of Merger, dated as of April 27, 2021 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Blue Water, Merger Sub and Clarus. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. If (i) the Merger Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by Blue Water’s and Clarus’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub will merge with and into Clarus with Clarus surviving the Merger as a wholly-owned subsidiary of Blue Water, and all shares of Clarus stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable appraisal rights under Delaware law) will be either converted into the right to receive shares of New Blue Water common stock or else be canceled, retired and terminated without consideration, as provided in the Merger Agreement and as more particularly described in the notice that follows this page and elsewhere in this proxy statement/ prospectus. Upon the consummation of the Business Combination, Blue Water will change its name to “Clarus Therapeutics Holdings, Inc.” The Merger Agreement provides that the aggregate Merger consideration to be paid to Clarus securityholders as of immediately prior to the Effective Time (“Clarus securityholders”) will be a number of New Blue Water Class A common stock (the “Merger Consideration Shares” 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. See “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration” for additional details. The Merger Consideration to be paid to Clarus securityholders will be paid solely by the delivery of the Merger Consideration Shares. The Closing Net Indebtedness (and the resulting Merger Consideration) is based solely on estimates determined shortly prior to the Closing and is not subject to any post-Closing true-up or adjustment. The Merger Consideration will be allocated among Clarus securityholders as determined by Clarus shortly prior to the Closing. It is currently expected that Clarus securityholders and noteholders will hold in aggregate approximately 70.0% of the issued and outstanding shares of New Blue Water common stock immediately following the Closing (excluding outstanding Blue Water warrants, and assuming that (i) there are no redemptions of shares of Blue Water Class A common stock by Blue Water stockholders, (ii) the negative Closing Net Indebtedness is $43.1 million (which is the maximum provided in the Merger Agreement), (iii) no awards are issued under the new equity incentive plan to be adopted by Blue Water in connection with the Business Combination, and (iv) no Blue Water warrants are issued prior to the Business Combination). Blue Water’s units, Blue Water Class A common stock and Blue Water’s public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”). We will apply to list the New Blue Water common stock and public warrants on Nasdaq under the symbols “CRXT” and “CRXTW”, respectively, upon the Closing. Upon the Closing, Blue Water’s units will be separated into their component securities and will cease to be listed on Nasdaq. Blue Water will hold a virtual special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the special meeting of Blue Water, which will be held exclusively via a live audio webcast at https://www.cstproxy.com/bluewateracquisition/2021, on August 12, 2021 at 10:00 a.m., Eastern Time, unless postponed or adjourned to a later date, Blue Water will ask its stockholders to adopt the Merger Agreement and the related transactions thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus. To participate in the virtual meeting, a Blue Water stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a Blue Water stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such Blue Water stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such Blue Water stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such Blue Water stockholder wishes to attend the special meeting of Blue Water and vote in person, obtain a proxy from his, her or its broker, bank or nominee. The live audio webcast of the Blue Water special meeting will begin promptly at 10:00 a.m., Eastern Time. Blue Water stockholders are encouraged to access the special meeting of Blue Water prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page. If you have any questions or need assistance voting your Blue Water common stock, please contact Advantage Proxy, Blue Water’s proxy solicitor, by calling (877) 870-8565 (toll free) or (206) 870-8565 (collect), or banks and brokers can call (206) 870-8565 (collect), or by emailing [email protected]. This proxy statement/prospectus and the notice of the Special Meeting relating to the Business Combination will be available at https://www.cstproxy.com/bluewateracquisition/2021. This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of Blue Water’s stockholders. We encourage you to carefully read this entire proxy statement/prospectus, including all annexes attached hereto. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 45 of this proxy statement/prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the securities to be issued under this proxy statement/prospectus or the other transactions contemplated by the Business Combination, as described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense. This proxy statement/prospectus is dated July 23, 2021, and is first being mailed to stockholders of Blue Water on or about July 28, 2021. Very truly yours, /s/ Joseph Hernandez Joseph Hernandez Chief Executive Officer of Blue Water Blue Water Acquisition Corp. 15 E. Putnam Avenue, Suite 363 Greenwich, CT 06830 TO THE STOCKHOLDERS OF BLUE WATER ACQUISITION CORP.: NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Blue Water Special Meeting”) of Blue Water Acquisition Corp., a Delaware corporation (“Blue Water”), will be held virtually at 10:00 a.m., Eastern Time, on August 12, 2021. Details on how to participate are more fully described in this proxy statement/prospectus. At the Blue Water Special Meeting, Blue Water stockholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”). (1) The Business Combination Proposal (Proposal 1) — To approve and adopt the Agreement and Plan of Merger, dated as of April 27, 2021 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Blue Water, Blue Water Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Blue Water (“Merger Sub”) and Clarus Therapeutics, Inc., a Delaware corporation (“Clarus”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Clarus, with Clarus continuing as the