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
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
250 West Nottingham Drive, Suite 400
San Antonio, Texas |
|
78209 |
| (Address of principal
executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (210) 832 3305
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting
of one Class A ordinary share and one-third of a redeemable Warrant to acquire one Class A ordinary share |
|
BLUA.U |
|
NYSE American LLC |
| Class A ordinary share,
par value $0.0001 per share |
|
BLUA |
|
NYSE American LLC |
| Redeemable Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
BLUA.WS |
|
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.02. Termination of a Material Definitive Agreement
As
previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2023, BlueRiver
Acquisition Corp., a Cayman Islands exempted company (“BlueRiver” or the “Company”) entered into
an Agreement and Plan of Merger, dated July 21, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the
“Merger Agreement”) with BLUA Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of BlueRiver
(“Merger Sub”), and Spinal Stabilization Technologies, LLC, a Texas limited liability company (“SST”).
Also,
as previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on February 7, 2024, the Company entered
into an Amendment to the Merger Agreement on February 2, 2024 (the “Amendment”) with SST and Merger Sub.
Termination
of the Merger Agreement
On
June 28, 2024 (the “Termination Date”), SST delivered a termination notice
to BlueRiver (the “Termination Notice”), a copy of which is filed as Exhibit 2.1 hereto, which among other
things provides for the termination of the Merger Agreement (as amended by the Amendment) pursuant to Section 11.01(d)(ii) of the Merger
Agreement. No termination fee or other payment is due to any party to the Merger Agreement from any of the other parties as a result
of the termination.
Termination
of Sponsor Support Agreement
The
Sponsor Support Agreement, dated as of July 21, 2023, among the Company, Merger Sub and SST and BlueRiver Ventures, LLC, a Cayman Islands
limited liability company (the “Sponsor Support Agreement”), automatically terminated in accordance with its
terms upon termination of the Merger Agreement. No termination fee or other payment is due
to any party to the Sponsor Support Agreement from any of the other parties as a result of the termination.
The
foregoing descriptions of the Merger Agreement and the Sponsor Support Agreement do not purport to be complete and are qualified in their
entirety by the terms and conditions of the full text of such agreements which were previously filed with the SEC and are incorporated
herein by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 3, 2024, BlueRiver received a written notice from NYSE American LLC (“NYSE American”) indicating that
the staff of NYSE Regulation has determined to suspend trading in the redeemable warrants of the Company (BLUA WS) from NYSE American.
The
NYSE American had previously announced on February 2, 2024 an NYSE Regulation determination to delist all of the Company’s listed
securities and will now suspend trading in the redeemable warrants as they are trading at an abnormally low price. Trading in the Company’s
Class A ordinary shares (BLUA) and units (BLUA.U) will continue to trade on the NYSE American during the pendency of the Company’s
appeal rights.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| BlueRiver Acquisition Corp. |
|
| |
|
|
| By: |
/s/
John Gregg |
|
| Name: |
John Gregg |
|
| Title: |
Co-Chief Executive Officer |
|
Dated:
July 5, 2024
2
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: eric.medina@blueriverspac.com
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 BlueRiver Acquisition Corp. (“BlueRiver”), BLUA Merger Sub LLC, and Spinal Stabilization
Technologies, LLC (the “Company”), dated July 21, 2023, as amended on February 2, 2024 (as amended, the “Merger
Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Merger
Agreement.
As you know, the Closing has not occurred on or before
the Termination Date of March 31, 2024. Accordingly, pursuant to Section 11.01(d)(ii) of the Merger Agreement, this shall serve as the
Company’s notice that the Merger Agreement is hereby terminated, effective immediately.
| | SPINAL STABILIZATION TECHNOLOGIES, LLC |
| | | |
| | By: | /s/ Mark Novotny |
| | Name: |
Mark Novotny |
| | | Title: |
Chief Executive Officer |
| cc: | Dan Espinoza, Goodwin Proctor LLP
Christopher Melsha, Fredrikson & Byron, P.A.
Alan Gretzinger, Kreager Mitchell |
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