Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 5:06PM
Edgar (US Regulatory)
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):
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¨ Form
10-K
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¨ Form 20-F
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¨ Form 11-K
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x Form 10-Q
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¨ Form
10-D
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¨ Form
N-SAR
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¨ Form N-CSR
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For Period Ended: March 31, 2021
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¨ Transition Report on Form 10-K
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¨ Transition Report on Form 20-F
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¨ Transition Report on Form 11-K
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¨ Transition Report on Form 10-Q
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¨ Transition Report on Form N-SAR
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For the Transition
Period Ended: N/A
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Nothing in this form
shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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BlueRiver Acquisition Corp.
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Full Name of Registrant.
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Former Name if Applicable
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250 West Nottingham Drive, Suite 400
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Address of Principal Executive Office (Street and Number)
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San Antonio, Texas 78209
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City, State and Zip Code:
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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x
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form
11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other
exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
BlueRiver Acquisition Corp. (the “Company”)
has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons described below.
On April 12, 2021, the Staff of the U.S.
Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC
Statement”), which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their
warrants. Following review of the SEC Statement, the Company reevaluated the accounting treatment of its public and private
placement warrants as equity, and concluded that, based on the SEC Statement, public and private placement warrants should be, and
should previously have been, classified as a liability measured at fair value, with non-cash fair value adjustments recorded in
earnings at each reporting period.
The Company is currently determining the extent
of the SEC Statement’s impact on its financial statements, including the financial statements as of and for the fiscal quarter ended
March 31, 2021 included in the Q1 2021 Form 10-Q (the “Q1 2021 Financials”). The Company is in the process of revising
its previously filed financial statements as of and for the period ended February 2, 2021, filed as Exhibit 99.1 to the Company’s
Current Report on Form 8-K on February 8, 2021. The Company is evaluating the impact of this revision on its internal control over financial
reporting related to accounting for its public and private placement warrants.
The Company is working diligently to complete the
Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of its public
and private placement warrants in accordance with the SEC Statement, the Company is unable to complete and file the Q1 2021 Form 10-Q
by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report
within five calendar days thereof.
PART IV — OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Randall Mays
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(210)
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832-3305
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ¨ No x
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Disclosure About on Forward-Looking Statements
Certain statements included in this Current Report on Form
12b-25, which are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of the date of
this Current Report. These forward-looking statements can be identified by the use of forward-looking terminology, including the
words “expects,” “may,” “will,” “projects,” or “should,” or, in each
case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not
materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to
consummate any acquisition or other business combination and any other statements that are not statements of current or historical
facts. These statements are based on management’s current expectations, but actual results may differ materially due to
various factors, including, but not limited to, a variety of risk factors affecting the Company’s business and prospects
disclosed in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time.
The forward-looking statements contained in this Current Report are based on our current expectations and beliefs concerning future
developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk
Factors” in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to
time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws. These risks and others described under “Risk Factors” in the Company’s
annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time may not be exhaustive.
BlueRiver
Acquisition Corp.
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: May 17, 2021
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By:
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/s/ Randall Mays
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Name: Randall Mays
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Title: Co-Chairman, Co-CEO, CFO
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