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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BlueRiver Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 24, 2025 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman BlueRiver Acquisition Corp. (ROC # 367278) (the “Company”) TAKE NOTICE that by minutes of an Extraordinary General Meeting of the Company dated 21 July 2025, the following special resolution was passed: 4.1 Proposal 1 - Extension Amendment RESOLVED, as a special resolution, that the Amen |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ Form N-CEN For Period Ended: December 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transi |
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| February 19, 2025 |
BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 February 18, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: BlueRiver Acquisition Corp. Registration Statement on Form S-4 Filed October 10, 2023 File No. 333-274908 |
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| January 30, 2025 |
BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 January 30, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jane Park Re: BlueRiver Acquisition Corp. Registration Statement on Form S-4 Filed October 10, 2023 File No. 333-274908 D |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLUERIVER ACQUIS |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39961 CUSIP Number: G1261Q123 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 14, 2024 |
BLUAF / BlueRiver Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-blua093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G1261Q107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this |
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| November 13, 2024 |
BLUAF / BlueRiver Acquisition Corp. / Walleye Capital LLC Passive Investment SC 13G 1 walleye-bluaf093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BLUERIVER ACQUISITION CORP. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G1261Q107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State |
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| November 12, 2024 |
BLUAF / BlueRiver Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment SC 13G/A 1 d819341dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* BlueRiver Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G1261Q107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C |
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| November 12, 2024 |
EX-99.1 2 d819341dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of BlueRiver Acquisition Corp. dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance w |
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| October 18, 2024 |
SC 13G/A 1 tm2426424d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No.1 ) BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLUERIVER ACQUISITION |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39961 CUSIP Number: G1261Q123 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 9, 2024 |
BLUA / BlueRiver Acquisition Corp. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 6, 2024 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman BlueRiver Acquisition Corp. (ROC # 367278) (the “Company”) TAKE NOTICE that by Minutes of an Extraordinary General Meeting of the Company dated 2 August 2024, the following special resolution was passed: 4.1 Proposal 1 - Extension Amendment RESOLVED, as a special resolution, that the Ame |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpora |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpora |
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| August 6, 2024 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman BlueRiver Acquisition Corp. (ROC # 367278) (the “Company”) TAKE NOTICE that by Minutes of an Extraordinary General Meeting of the Company dated 2 August 2024, the following special resolution was passed: 4.1 Proposal 1 - Extension Amendment RESOLVED, as a special resolution, that the Ame |
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| July 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 18, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| July 15, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units, each consisting of one Class A ordinary share, and one-third of a redeemable Warrant to acquire one Class A ordinary shares, the Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11. |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 8, 2024 |
Termination Notice, dated June 28, 2024 Exhibit 2.1 SPINAL STABILIZATION TECHNOLOGIES, LLC P.O. Box 90622 San Antonio, TX 78209 June 28, 2024 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas Attention: Eric Medina Email: [email protected] RE: Notice of Termination of Merger Agreement Dear Mr. Medina: Reference is hereby made to that certain Agreement and Plan of Merger by and among BlueRive |
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| July 8, 2024 |
Termination Notice, dated June 28, 2024 Exhibit 2.1 SPINAL STABILIZATION TECHNOLOGIES, LLC P.O. Box 90622 San Antonio, TX 78209 June 28, 2024 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas Attention: Eric Medina Email: [email protected] RE: Notice of Termination of Merger Agreement Dear Mr. Medina: Reference is hereby made to that certain Agreement and Plan of Merger by and among BlueRive |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLUERIVER ACQUISITIO |
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| May 10, 2024 |
BLUA / BlueRiver Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 blua20240430.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BLUERIVER ACQUISITION CORP. (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G1261Q107 (CUSIP Number) April 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| March 11, 2024 |
BLUA / BlueRiver Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 blua20240229.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BLUERIVER ACQUISITION CORP. (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G1261Q107 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| March 11, 2024 |
BLUA / BlueRiver Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G 1 meteorablua022924.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G1261Q107 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of this Statemen |
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| March 8, 2024 |
As filed with the Securities and Exchange Commission on March 8, 2024 As filed with the Securities and Exchange Commission on March 8, 2024 Registration No. |
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| February 27, 2024 |
Exhibit 97.1 BLUERIVER ACQUISITION CORP. COMPENSATION RECOVERY POLICY BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLUERIVER ACQUISITION CORP |
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| February 14, 2024 |
BLUA / BlueRiver Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G 1 firtree-blua123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme |
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| February 14, 2024 |
BLUA / BlueRiver Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BLUERIVER ACQUISITION CORP. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2024 |
EX-99.B 3 d697541dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
BLUA / BlueRiver Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d697541dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. (Name of Issuer) Common Shares (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 13, 2024 |
EX-99.A 2 d697541dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 8, 2024 |
Form of Proxy Card for the Warrant Holders Meeting Exhibit 99.2 |
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| February 8, 2024 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into effective as of February 2, 2024, by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successor pursuant to the Domestication (as defined in the Agreement), “BlueRiver”), BLUA Merger Sub LLC, a Texas limited liability com |
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| February 8, 2024 |
Filed by BlueRiver Acquisition Corp. Filed by BlueRiver Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: BlueRiver Acquisition Corp. Commission File No. 001-39961 Date: February 7, 2024 The following press release was released by BlueRiver Acquisition Corp. on February 7, 2024. BlueRiver Acquisition Corp |
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| February 8, 2024 |
Form of Proxy Card for the Shareholders Meeting Exhibit 99.1 |
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| February 8, 2024 |
As filed with the Securities and Exchange Commission on February 8, 2024 As filed with the Securities and Exchange Commission on February 8, 2024 Registration No. |
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| February 7, 2024 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman BlueRiver Acquisition Corp. (ROC #367278) (the “Company”) TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on 2 February 2024, the following special resolution was passed: RESOLVED, as a special resolution, that the Amended and Restated Memoran |
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| February 7, 2024 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman BlueRiver Acquisition Corp. (ROC #367278) (the “Company”) TAKE NOTICE that at an Extraordinary General Meeting of the shareholders of the Company held on 2 February 2024, the following special resolution was passed: RESOLVED, as a special resolution, that the Amended and Restated Memoran |
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| February 7, 2024 |
Amendment to Agreement and Plan of Merger, dated February 2, 2024. Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into effective as of February 2, 2024, by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successor pursuant to the Domestication (as defined in the Agreement), “BlueRiver”), BLUA Merger Sub LLC, a Texas limited liability com |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| February 7, 2024 |
Amendment to Agreement and Plan of Merger dated February 2, 2024 Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into effective as of February 2, 2024, by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successor pursuant to the Domestication (as defined in the Agreement), “BlueRiver”), BLUA Merger Sub LLC, a Texas limited liability com |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| February 7, 2024 |
SC 13G/A 1 p24-0556sc13ga.htm BLUERIVER ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BlueRiver Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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| February 6, 2024 |
BLUA / BlueRiver Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. G1261Q107 (CUSIP Number) February 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d |
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| February 6, 2024 |
EX-99.1 2 d757868dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of BlueRiver Acquisition Corp. dated as of February 6, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 31, 2024 |
SCHEDULE 13G CUSIP No. G1261Q107 Page 11 of 11 Pages EX-99.1 SCHEDULE 13G CUSIP No. G1261Q107 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Blue River Acquisition Corp. dated as of January 31, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant t |
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| January 31, 2024 |
BLUA / BlueRiver Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment SC 13G/A 1 d697061dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue River Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 12, 2024 |
Consent of H. Joseph de Compiegne to be named as a Director Exhibit 99.4 January 9, 2024 BlueRiver Acquisition Corp 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Consent to Reference in Proxy Statement/Prospectus BlueRiver Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I |
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| January 12, 2024 |
SPINAL STABILIZATION TECHNOLOGIES, LLC FIFTH AMENDED AND RESTATED COMPANY AGREEMENT Exhibit 10.3 THE UNITS REPRESENTED BY THIS FIFTH AMENDED AND RESTATED COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WIT |
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| January 12, 2024 |
Consent of Dr. Frank Phillips to be named as a Director Exhibit 99.6 January 10, 2024 BlueRiver Acquisition Corp 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Consent to Reference in Proxy Statement/Prospectus BlueRiver Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I |
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| January 12, 2024 |
BLUA / BlueRiver Acquisition Corp. / Sea Otter Advisors LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 o111240sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* BLUE RIVER ACQUISITION GROUP (Name of Issuer) ORDINARY SHARES, PAR VALUE $0.0001 (Title of Class of Securities) G1261Q107 (CUSIP Number) 1/10/2024 (Date of Event Which Requires Filing of This Statement) Chec |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 11, 2024 As filed with the Securities and Exchange Commission on January 11, 2024 Registration No. |
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| January 12, 2024 |
Consent of Mark Novotny to be named as a Director Exhibit 99.5 January 10, 2024 BlueRiver Acquisition Corp 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Consent to Reference in Proxy Statement/Prospectus BlueRiver Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I |
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| January 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) BlueRiver Acquisition Corp. |
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| January 12, 2024 |
Consent of Vic Bertrand to be named as a Director Exhibit 99.3 January 10, 2024 BlueRiver Acquisition Corp 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Consent to Reference in Proxy Statement/Prospectus BlueRiver Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| December 28, 2023 |
Exhibit 10.19 Pursuant to Item 601 of Regulation S-K, certain information in this Exhibit 2.1 has been redacted. Information that was redacted has been noted in this document with a placeholder identified by the mark “[*****].” The Registrant believes the redacted information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. If requested by the Commi |
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| December 28, 2023 |
Exhibit 10.20 Pursuant to Item 601 of Regulation S-K, certain information in this Exhibit 2.1 has been redacted. Information that was redacted has been noted in this document with a placeholder identified by the mark “[*****].” The Registrant believes the redacted information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. If requested by the Commi |
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| December 28, 2023 |
As filed with the Securities and Exchange Commission on December 28, 2023 As filed with the Securities and Exchange Commission on December 28, 2023 Registration No. |
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| November 30, 2023 |
Prospect Life Sciences Master Terms and Conditions Exhibit 10.17 Spinal Stabilization Technologies (SST) Prospect Master Terms and Conditions August 2, 2018 Prospect Life Sciences Master Terms and Conditions FOR Spinal Stabilization Technologies Page 1 of 10 Spinal Stabilization Technologies (SST) Prospect Master Terms and Conditions August 2, 2018 1. Standard Terms and Conditions. These standard terms and conditions (“Terms”) apply to (a) any des |
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| November 30, 2023 |
Form of Amendment to 2016 Restricted Incentive B2 Unit Agreement Exhibit 10.13 First Amendment To Restricted Incentive B2 Unit Agreement This First Amendment to Restricted Incentive B2 Unit Agreement (this “First Amendment”) is made and entered into by and between Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), and (“Recipient”) effective as of March 3, 2017, (the “Effective Date”). Recitals WHEREAS, the Company and Re |
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| November 30, 2023 |
Form of 2018 Incentive Unit Agreement Exhibit 10.11 2018 Incentive Unit Agreement for This 2018 Incentive Unit Agreement (“Agreement”) is entered into by Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), and (“Recipient”), effective as of November 1, 2018 (the “Effective Date”). Recitals The Company is a medical device company conducting surgical clinical trials in European nations and other co |
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| November 30, 2023 |
Form of Spinal Stabilization Technologies, LLC 2023 Convertible Note Exhibit 10.14 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LA |
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| November 30, 2023 |
As filed with the Securities and Exchange Commission on November 30, 2023 As filed with the Securities and Exchange Commission on November 30, 2023 Registration No. |
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| November 30, 2023 |
Form of 2016 Restricted Incentive B2 Unit Agreement Exhibit 10.12 Restricted Incentive B2 Unit Agreement This Restricted Incentive B2 Unit Agreement (“Agreement”) is made and entered into by and between Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), and (“Recipient”) effective as of August 8, 2016 (the “Effective Date”). Recitals WHEREAS, Company and its Members entered into that certain Second Amended an |
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| November 30, 2023 |
Exhibit 10.22 (1) Landlord: KILKENNY INDUSTRIAL DEVELOPMENT COMPANY LIMITED (2) Tenant: SPINAL STABLIZATION TECHNOLOGIES LIMITED LEASE of UNITS 4 AND 5 KILKENNY ENTERPRISE CENTRE, PURCELLSINCH, KILKENNY [including use of 8 car spaces] Term: 5 years from the 1st day of August 2020 Initial Rent: €75,000 per annum exclusive of VAT for years 1 and 2, €82,500 per annum exclusive of Vat for years 3 and |
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| November 30, 2023 |
Amendment to Prospect Life Sciences Master Terms and Conditions Exhibit 10.18 AMENDMENT AMENDMENT (the “Amendment”), dated to be effective as of August 23, 2023 (the “Amendment Effective Date”), by and between SPINAL STABILIZATION TECHNOLOGIES, LLC (“Client”), and PROSPECT LIFE SCIENCES (“PLS”). Recitals: A. Client and PLS entered into that certain Master Terms and Conditions, dated as of August 2, 2018, and with an effective date of August 23, 2018 (the “Agre |
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| November 30, 2023 |
Form of 2023 Incentive Unit Agreement Exhibit 10.10 2023 Incentive Unit Agreement for This 2023 Incentive Unit Agreement (“Agreement”) is entered into by Spinal Stabilization Technologies, LLC, a Texas limited liability company (the “Company”), and (“Recipient”), effective as of April 21, 2023 (the “Effective Date”). Recitals The Company and its Members entered into a Fourth Amended and Restated Company Agreement dated effective as of |
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| November 30, 2023 |
Exhibit 10.9 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is dated as of February 1, 2023, the “Effective Date”), by and between Spinal Stabilization Technologies, LLC, a Texas corporation (“Company”), and Frank M Phillips MD (“Consultant”). WHEREAS, Company is a medical technology company that seeks to improve healthcare via nucleus replacement surgery with cutting edge technologi |
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| November 30, 2023 |
Form of Spinal Stabilization Technologies, LLC 2021 Convertible Note Exhibit 10.15 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). OR UNDER ANY APPLICABLE STATE SECURITIES LAW. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAW |
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| November 30, 2023 |
Form of Notes Amendment Agreement, dated October 31, 2022 Exhibit 10.16 NOTES AMENDMENT AGREEMENT NOTES AMENDMENT AGREEMENT (this “Amendment”), dated effective as of October 29, 2021 (the “Amendment Effective Date”), by and between SPINAL STABILIZATION TECHNOLOGIES, LLC, a Texas limited liability company (the “Company”), and the Convertible Noteholders party hereto, being Convertible Noteholders holding a majority-in-interest of the total principal amoun |
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| November 30, 2023 |
Exhibit 10.21 Supplier Quality Agreement This agreement, effective as of 2021-02-17 (“Effective Date”), is made and entered into by and between Spinal Stabilization Technologies (“Purchaser”), and GFE, LLC (“Supplier”), whose current address is 1 Key Way Cape Neddick, ME 03902. The Purchaser intends to obtain Products and/or Services from the Supplier under the terms and conditions of this Supplie |
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| November 14, 2023 |
Exhibit 10.7 13 October 2015 CONTRACT OF EMPLOYMENT Spinal Stabilization Technologies (The Company) And Mr. Brian Dowling, 27 Cloister Square, Blackrock, Co. Dublin. This document sets out the principal terms and conditions of employment which incorporates the written particulars required by the Terms of Employment (Information) Act, 1994 as amended, and the Unfair Dismissals Acts 1977 - 2007. Thi |
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| November 14, 2023 |
As filed with the Securities and Exchange Commission on November 14, 2023 As filed with the Securities and Exchange Commission on November 14, 2023 Registration No. |
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| November 14, 2023 |
Exhibit 10.6 May 10, 2016 Mark Novotny [*****] Dear Mark: I am pleased to confirm your employment as Chief Executive Officer and President for Spinal Stabilization Technologies, LLC, a Delaware Limited Liability Company (the “Company”). Salary. Your salary will be $300,000 per year, generally paid twice per month. This is an exempt position. Signing Bonus. The Company will provide you with a signi |
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| November 14, 2023 |
Exhibit 10.8 September 15, 2015 Loren Francis [*****] Dear Loren: I am pleased to confirm our offer of employment to you as Research and Development director for Spinal Stabilization Technologies, LLC, a Delaware limited liability company (the “Company”). We look forward to you joining us on October 12, 2015. Salary. Your salary will be $175,000 per year, generally paid twice per month. This is an |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLUERIVER ACQUIS |
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| October 10, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) BlueRiver Acquisition Corp. |
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| October 10, 2023 |
As filed with the Securities and Exchange Commission on October 6, 2023 As filed with the Securities and Exchange Commission on October 6, 2023 Registration No. |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLU |
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| August 8, 2023 |
Exhibit 3.1 BlueRiver Acquisition Corp. (the "Company") MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY held at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 ON 2 AUGUST 2023 at 4:00 P.M. Eastern Time Present: As set out in the Schedule In Attendance: As set out in the Schedule 1 Officers of the Meeting It was resolved that John Gregg and Randall Mays be appo |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpora |
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| August 1, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) G1261Q107 (CUSIP Number) July 25, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| August 1, 2023 |
EX-99.1 Exhibit 99.1 CUSIP No. G1261Q107 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of BlueRiver Acquisition Corp. dated as of August 1, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to an |
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| July 28, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 28, 2023 |
Exhibit 99.1 COMPANY OVERVIEW July 2023 DISCLAIMERS Disclaimer . This presentation (“Presentation”) is preliminary in nature and for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BlueRiver Acquisition Corp . (“BlueRiver”) and Spinal Stabilization Technologies, LLC (“SST” |
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| July 28, 2023 |
Exhibit 99.1 COMPANY OVERVIEW July 2023 DISCLAIMERS Disclaimer . This presentation (“Presentation”) is preliminary in nature and for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between BlueRiver Acquisition Corp . (“BlueRiver”) and Spinal Stabilization Technologies, LLC (“SST” |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| July 27, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 25, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July , 2023 by and among BlueRiver Acquisition Corp. (“BLUA”), BlueRiver Ventures, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds BLUA Class B ordinary shares ini |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 25, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of July , 2023 by and among BlueRiver Acquisition Corp. (“BLUA”), BlueRiver Ventures, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds BLUA Class B ordinary shares ini |
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| July 24, 2023 |
Form of Sponsor Support Agreement. Exhibit 10.1 July 21, 2023 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Spinal Stabilization Technologies, LLC P.O. Box 90622 San Antonio, TX 78209 Attention: Mark Novotny Ladies and Gentlemen: Re: Sponsor Letter Agreement Reference is made to that certain Agreement and Plan of Merger, dated July 21, 2023 (as such agreement may be amended from time to t |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 24, 2023 |
Form of Company Member Support Agreement. Exhibit 10.2 MEMBER SUPPORT AGREEMENT This MEMBER SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of July 21, 2023, by the Person named on the signature page hereto (the “Equityholder”), in favor of, and for the benefit of BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the cons |
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| July 24, 2023 |
Exhibit 99.1 Spinal Stabilization Technologies, LLC, a Leading Developer and Manufacturer of Spinal Medical Devices, to be Publicly Listed through a Proposed Business Combination with BlueRiver Acquisition Corp. - Spinal Stabilization Technologies is a pioneer in developing minimally invasive surgical treatments for specific types of lower back pain. It is targeting a promising market opportunity |
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| July 24, 2023 |
Form of Sponsor Support Agreement. Exhibit 10.1 July 21, 2023 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Spinal Stabilization Technologies, LLC P.O. Box 90622 San Antonio, TX 78209 Attention: Mark Novotny Ladies and Gentlemen: Re: Sponsor Letter Agreement Reference is made to that certain Agreement and Plan of Merger, dated July 21, 2023 (as such agreement may be amended from time to t |
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| July 24, 2023 |
Agreement and Plan of Merger, dated July 21, 2023, by and among BlueRiver, Merger Sub, and SST. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BLUERIVER ACQUISITION CORP., BLUA MERGER SUB LLC, and Spinal Stabilization Technologies, LLC dated as of July 21, 2023 Table of Contents Page ARTICLE 1 Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 ARTICLE 2 Domestication 19 Section 2.01 Domestication 19 Section 2.02 Bylaws of Surviving |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 24, 2023 |
Form of Company Member Support Agreement. Exhibit 10.2 MEMBER SUPPORT AGREEMENT This MEMBER SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of July 21, 2023, by the Person named on the signature page hereto (the “Equityholder”), in favor of, and for the benefit of BlueRiver Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the cons |
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| July 24, 2023 |
Agreement and Plan of Merger, dated July 21, 2023, by and among BlueRiver, Merger Sub, and SST. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BLUERIVER ACQUISITION CORP., BLUA MERGER SUB LLC, and Spinal Stabilization Technologies, LLC dated as of July 21, 2023 Table of Contents Page ARTICLE 1 Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 ARTICLE 2 Domestication 19 Section 2.01 Domestication 19 Section 2.02 Bylaws of Surviving |
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| July 24, 2023 |
Exhibit 99.1 Spinal Stabilization Technologies, LLC, a Leading Developer and Manufacturer of Spinal Medical Devices, to be Publicly Listed through a Proposed Business Combination with BlueRiver Acquisition Corp. - Spinal Stabilization Technologies is a pioneer in developing minimally invasive surgical treatments for specific types of lower back pain. It is targeting a promising market opportunity |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorporat |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| May 16, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BL |
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| May 16, 2023 |
NT 10-Q 1 tm2311607d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39961 CUSIP Number: G1261Q123 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Trans |
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| April 10, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G1261Q107 (C |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLUERIVE |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpora |
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| March 21, 2023 |
BlueRiver Acquisition Corp. to Complete Transfer of Listing To NYSE American EX-99.1 2 tm2310143d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BlueRiver Acquisition Corp. to Complete Transfer of Listing To NYSE American New York, NY, March 21, 2023 - BlueRiver Acquisition Corp. (NYSE: BLUA) (“BlueRiver”), announced today that it was authorized to transfer its listing from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). BlueRiver received wr |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpora |
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| March 10, 2023 |
BLUA / BlueRiver Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BlueRiver Acquisition Corp (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G1261Q107 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1577027 (State of incorporation or organization) (I.R.S. Employer Identification No.) 250 West N |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpora |
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| March 10, 2023 |
BlueRiver Acquisition Corp. to Transfer Listing To NYSE American Exhibit 99.1 BlueRiver Acquisition Corp. to Transfer Listing To NYSE American New York, -(BUSINESS WIRE)- BlueRiver Acquisition Corp. (NYSE: BLUA) (“BlueRiver”), announced today that it intends to transfer its listing from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). BlueRiver received written confirmation that it has been cleared to file an initial list |
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| February 14, 2023 |
BLUA / BlueRiver Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 blua20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BlueRiver Acquisition Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 14, 2023 |
Joint Filing Agreement (filed herewith). EXHIBIT 99.1 JOINT FILING AGREEMENT February 14, 2023 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 1, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of January [●], 2023 by and among BlueRiver Acquisition Corp. (“BLUA”), BlueRiver Ventures, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds BLUA Class B ordinary shar |
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| February 1, 2023 |
Exhibit 3.1 BlueRiver Acquisition Corp. (the "Company") MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY held at the offices of Goodwin Procter LLP, 620 Eighth Avenue, New York, NY 10018 ON 31 JANUARY 2023 at 11:00 A.m. Eastern Time Present: As set out in the Schedule In Attendance: As set out in the Schedule 1 Officers of the Meeting It was resolved that John Gregg and Randall Mays be a |
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| February 1, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 (January 25, 2023) BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 (January 25, 2023) BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 25, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among BlueRiver Acquisition Corp. (“BLUA”), BlueRiver Ventures, LLC (the “Sponsor”) and the undersigned investor (“Investor”). RECITALS WHEREAS, the Sponsor currently holds BLUA Class B ordinary shares initi |
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| January 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 25, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdiction of incorpo |
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| January 23, 2023 |
BLUA / BlueRiver Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) BLUERIVER ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G1261Q107 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box t |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| January 11, 2023 |
Goodwin Procter LLP Three Embarcadero Center San Francisco, CA 94111 T: 415.733.6000 F: 415.677.9041 goodwinprocter.com January 11, 2023 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: BlueRiver Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed December 30, 2022 F |
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| December 30, 2022 |
PRE 14A 1 tm2233613-1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per |
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| November 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3996 |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39961 CUSIP Number: G1261Q123 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: N/A Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39961 BLU |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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| April 6, 2022 |
BLUA / BlueRiver Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BLUERIVER ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G1261Q107 (CUSIP Number) MARCH 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| March 31, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Description of the Registrant’s Securities.(4) Exhibit 4.5 ? DESCRIPTION OF SECURITIES ? The following summary of the material terms of the securities of BlueRiver Acquistion Corp. (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference a |
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| March 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLUERIVER ACQU |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 (March 14, 2022) BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-39961 98-1577027 (State or other jurisdic |
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| February 14, 2022 |
BLUA / BlueRiver Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G1261Q107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 11, 2022 |
JOINT FILING AGREEMENT February 11, 2022 EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there |
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| February 8, 2022 |
BLUA / BlueRiver Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) BLUERIVER ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G1261Q107 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box t |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BLUERIVER ACQUISITION CORP. (Exa |
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| August 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 26, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 17, 2021 |
NT 10-Q 1 tm2113539d2nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39961 CUSIP Number: G1261Q123 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ |
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| March 22, 2021 |
BLUERIVER ACQUISITION CORP. SECURITIES TO COMMENCE SEPARATE TRADING Exhibit 99.1 FOR IMMEDIATE RELEASE: BLUERIVER ACQUISITION CORP. SECURITIES TO COMMENCE SEPARATE TRADING SAN ANTONIO, TX (March 22, 2021) – BlueRiver Acquisition Corp. (BLUA.U) (the “Company”) announced today that separate trading of its common stock and warrants underlying the Company’s units would commence on or about March 24, 2021. The common stock and warrants will trade under the symbols “BLU |
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| March 22, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2021 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-177027 (State or other jurisdiction of incorporation o |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G1261Q123 (CUSIP Number) February 2, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 12, 2021 |
Joint Filing Agreement (filed herewith). EX-99.1 2 ea135507ex99-1blueriver.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT February 12, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or S |
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| February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BlueRiver Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G1261Q123** (CUSIP Number) February 2, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
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| February 8, 2021 |
Exhibit 10.5 SErVICES AGREEMENT This Services Agreement (“Agreement”) is effective as of January 28, 2021 (the “Effective Date”), by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (“Company”) and BlueRiver Ventures Services LLC, a Delaware limited liability company (“Service Provider” and together with Company, the “Parties” and each a “Party”). 1. SERVICES. Service Pro |
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| February 8, 2021 |
Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated January 28, 2021, is by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter into that |
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| February 8, 2021 |
Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 28, 2021, is entered into by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BlueRiver Ventures, LLC, a Cayman Islands limi |
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| February 8, 2021 |
Qell Announces Pricing of $300 Million Initial Public Offering Exhibit 99.2 Qell Announces Pricing of $300 Million Initial Public Offering New York, September , 2020 – Qell Acquisition Corp. (Nasdaq: QELL.U, the “Company”) announced today that it priced its initial public offering of 30,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (“Nasdaq”) and trade under the ticker symbol “QELL.U” beginning September , |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BLUERIVER ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G1261Q123** (CUSIP Number) JANUARY 29, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| February 8, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2021 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-177027 (State or other jurisdiction of incorporation |
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| February 8, 2021 |
EX-1.1 2 tm215600d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 BlueRiver Acquisition Corp. 25,000,000 Units Underwriting Agreement January 28, 2021 Goldman Sachs & Co. LLC, As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Ladies and Gentlemen: BlueRiver Acquisition Corp., a Cayman Island |
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| February 8, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 2021 by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File |
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| February 8, 2021 |
Amended and Restated Memorandum and Articles of Association.(1) EX-3.1 3 tm215600d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUERIVER ACQUISITION CORP. Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BLUERIVER ACQUISITION CORP. 1The name of the |
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| February 8, 2021 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), BlueRiver Ventures, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”, and together with any person |
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| February 8, 2021 |
EX-10.4 8 tm215600d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 28, 2021 between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporat |
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| February 8, 2021 |
Exhibit 99.1 BLUERIVER ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of BlueRiver Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of BlueRiver Acquisition Corp. ( |
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| February 1, 2021 |
$250,000,000 BlueRiver Acquisition Corp. 25,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252050 PROSPECTUS $250,000,000 BlueRiver Acquisition Corp. 25,000,000 Units BlueRiver Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or sim |
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| January 28, 2021 |
8-A12B 1 tm2034957d108a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1577027 (State of incorporation or organization) (I.R |
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| January 25, 2021 |
Form of Administrative Services Agreement between the Registrant and an affiliate of the Sponsor. Exhibit 10.5 SErVICES AGREEMENT This Services Agreement (“Agreement”) is effective as of January [●], 2021 (the “Effective Date”), by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (“Company”) and BlueRiver Ventures Services LLC, a Delaware limited liability company (“Service Provider” and together with Company, the “Parties” and each a “Party”). 1. SERVICES. Service Pr |
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| January 25, 2021 |
Exhibit 3.1 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUERIVER ACQUISITION CORP. Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BLUERIVER ACQUISITION CORP. 1The name of the Company is BlueRiver Acquisition Corp.. |
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| January 25, 2021 |
Exhibit 10.8 [], 2021 BlueRiver Acquisition Corp. 250 West Nottingham Drive, Suite 400 San Antonio, Texas 78209 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Co |
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| January 25, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLUERIVER ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BLUERIVER ACQU |
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| January 25, 2021 |
Form of Private Placement Unit Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January [], 2021, is entered into by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and BlueRiver Ventures, LLC, a Cayman Islands limi |
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| January 25, 2021 |
S-1/A 1 tm2034957-4s1a.htm S-1/A TABLE OF CONTENTS As filed with Securities and Exchange Commission on January 25, 2021. Registration No. 333-252050 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BlueRiver Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islan |
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| January 25, 2021 |
Form of Underwriting Agreement. EX-1.1 2 tm2034957d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 BlueRiver Acquisition Corp. 25,000,000 Units Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC, As representative (the “Representative”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Ladies and Gentlemen: BlueRiver Acquisition Corp., a Cayman Islands exem |
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| January 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated January [], 2021, is by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter into that |
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| January 12, 2021 |
Exhibit 10.7 BlueRiver Acquisition Corp. October 23, 2021 BlueRiver Ventures, LLC RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on October 23, 2021 by and between BlueRiver Ventures, LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), and BlueRiver Acquisition Corp., a Cayman Islands limited liability company (the “Com |
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| January 12, 2021 |
Exhibit 99.2 CONSENT OF ALOK SAMA BlueRiver Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in |
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| January 12, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [], 2021 by and between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File |
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| January 12, 2021 |
EX-99.3 14 tm2034957d3ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF JOHN E. SUNUNU BlueRiver Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended |
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| January 12, 2021 |
Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES BLUERIVER ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G1261Q 107 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH OF BLUERIVER Acquisition Corp. (THE “COMPANY”) su |
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| January 12, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] BlueRiver Acquisition Corp. SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G1261Q 107 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“O |
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| January 12, 2021 |
Promissory Note, dated as of October 23, 2020, issued to BlueRiver Ventures, LLC.(3) EX-10.6 9 tm2034957d3ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| January 12, 2021 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [], 2021, is made and entered into by and among BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), BlueRiver Ventures, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”, and together with any person |
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| January 12, 2021 |
Form of Indemnification Agreement.(3) Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January [], 2021 between BlueRiver Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capacities unl |
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| January 12, 2021 |
TABLE OF CONTENTS As filed with Securities and Exchange Commission on January 12, 2021. |
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| January 12, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BlueRiver Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP G1261Q 107 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warra |
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| January 12, 2021 |
EX-99.1 12 tm2034957d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF ANNE FARLOW BlueRiver Acquisition Corp (the "Company" intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the "Registration Statement") registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, t |
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| November 6, 2020 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on November 6, 2020. |
