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                              January 11, 2023

       John Gregg
       Co-Chief Executive Officer
       BlueRiver Acquisition Corp.
       250 West Nottingham Drive
       Suite 400
       San Antonio, TX 78209

                                                        Re: BlueRiver
Acquisition Corp.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed December 30,
2022
                                                            File No. 001-39961

       Dear John Gregg:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to this
       comment, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial business
                                                        combination may be
limited. Further, disclose that the time necessary for government
                                                        review of the
transaction or a decision to prohibit the transaction could prevent you from
                                                        completing an initial
business combination and require you to liquidate. Disclose
 John Gregg
BlueRiver Acquisition Corp.
January 11, 2023
Page 2
      the consequences of liquidation to investors, such as the losses of the
investment
      opportunity in a target company, any price appreciation in the combined
company, and the
      warrants, which would expire worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Catherine De Lorenzo at 202-551-4079 or Jeffrey Gabor at
202-551-
2544 with any questions.



                                                          Sincerely,
FirstName LastNameJohn Gregg
                                                          Division of
Corporation Finance
Comapany NameBlueRiver Acquisition Corp.
                                                          Office of Real Estate
& Construction
January 11, 2023 Page 2
cc:       Daniel J. Espinoza, Esq.
FirstName LastName