Clarus Therapeutics, Inc. entered into a letter of intent to acquire Blue Water Acquisition Corp. (NasdaqCM:BLUW) from Heights Capital Management, Inc., Lighthouse Investment Partners, LLC and Others in a reverse merger transaction for approximately $210 million on January 27, 2021. Clarus Therapeutics, Inc. entered into a definitive agreement to acquire Blue Water Acquisition Corp. from Heights Capital Management, Inc., Lighthouse Investment Partners, LLC and Others in a reverse merger transaction on April 27, 2021. Existing Clarus stakeholders, led by H. I. G. Capital, will invest an additional $25 million in Clarus following the announcement of this transaction, which investment will convert into shares of the post-merger company's common stock. Clarus shareholder will own 71.1% of the resulting issuer, Blue Water public shareholder will own 23.1%, and Blue Water Sponsor shareholder will own 5.8% of the resulting issuer.

The following persons are expected to be appointed as officers and to the Board of the combined company: Robert Dudley as President ,Chief Executive Officer, and Director; Kimberly Murphy as Director and Chair of the Board; Richard Peterson as Chief Financial Officer; Frank Jaeger as Chief Commercial Officer; Jay Newmark as Chief Medical Officer; Steve Bourne as Chief Administrative Officer; and Joseph Hernandez, Elizabeth Cermak, Mark A. Prygocki, Sr, and Alex Zisson as Directors of the Board.

The transaction is subject to approval by Clarus's stockholders, Blue Water's stockholders, Blue Water having net tangible assets of at least $5,000,001, the effectiveness of the Registration Statement, the conditional approval of Blue Water's initial listing application with Nasdaq in connection with the transactions, each stockholder lock-up agreement, lender lock-up agreement and the registration rights agreement shall have been executed and delivered, and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of Clarus and Blue Water. The registration statement on Form S-4 was declared effective by the SEC on July 23, 2021. As of July 30, 2021, a special meeting of Blue Water Acquisition Corp. shareholders to approve the transaction will be held on August 12, 2021. As of August 11, 2021, special meeting of Blue Water shareholders to approve the transaction originally scheduled for August 12, 2021, is being postponed to August 27, 2021. The shareholders of Blue Water voted to approve the proposed business combination at special meeting held on August 27, 2021. The transaction is expected to be completed in the third quarter of 2021. Proceeds from the transaction to be invested in growth-driving initiatives for JATENZO, including DTC advertising, and to expand Clarus' R&D pipeline.

Truist Securities acted as a financial advisor and Needham & Company acted as a capital markets advisor to Clarus. Cantor Fitzgerald & Co. and Oppenheimer & Co., Inc. acted as capital markets advisors to Blue Water. Maxim Group LLC acted as financial advisor to Blue Water. Mitchell S. Bloom, Arthur R. McGivern and Daniel J. Espinoza, Crescent Moran Chasteen, Grace L. Wirth, Dan Karelitz of Goodwin Procter served as legal counsels to Clarus. Barry I. Grossman and Matthew A. Gray of Ellenoff Grossman & Schole LLP served as legal counsel to Blue Water. Mayer Brown LLP served as legal counsel to the capital markets advisors. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent; and Advantage Proxy acted as information agent to Blue Water. Advantage Proxy will receive a fee of $25,000 for its services.