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 of earliest event reported): ~~July~~August 152, 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 35.0103 ~~Notice~~Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing~~Fiscal Year.

~~On July 15, 2024, NYSE American~~The ~~LLC~~information ~~(“NYSE~~included ~~American”) announced that the staff of NYSE Regulation has determined to suspend trading~~ in ~~the~~Item ~~Class A ordinary shares (NYSE American: BLUA) and units (NYSE American: BLUA~~5.U)07 ofis ~~BlueRiver~~incorporated ~~Acquisition~~by ~~Corp.~~reference ~~(the~~in ~~“Company”)~~this ~~from~~item ~~NYSE American. The NYSE American had previously announced on February 2, 2024 an NYSE Regulation determination~~ to ~~delist all of~~ the ~~Company’s~~extent ~~listed securities, which included Company’s Class A ordinary shares, units and redeemable warrants (collectively, “Securities”), and the Company appealed such delisting determination~~required. ~~On July 12, 2024, the Company withdrew its appeal.~~

~~On July 3, 2024, the NYSE American suspended trading in the Company’s redeemable warrants as they were trading at an abnormally low selling price~~Item 5.07 OnSubmission ~~July 15,~~of ~~2024,~~Matters ~~the~~to ~~NYSE American suspended trading in the Company’s Class A ordinary shares and units and delisted the Company’s Securities by filing~~ a ~~Form~~Vote 25of ~~with~~Security ~~the Securities and Exchange Commission~~Holdings.

The Company ~~may~~held ~~submit~~the ~~an application~~extraordinary togeneral ~~have~~meeting ~~its Securities quoted on~~ (the ~~OTCQX~~“Extraordinary ~~Marketplace~~General ~~(“OTCQX~~Meeting”). ~~The~~at ~~Company~~12:00 ~~cannot~~p.m. ~~provide~~Eastern ~~any~~Time ~~assurance that the Securities will commence or continue to trade~~ on ~~this market, whether broker-dealers will continue to provide public quotes of the~~ ~~Securities~~August ~~on this market~~2, ~~whether~~2024 ~~the trading volume of the Securities will be sufficient to provide~~ for ~~an efficient trading market or whether quotes for~~ the ~~Securities~~purposes ~~will~~of ~~continue~~considering onand ~~this~~voting ~~market in the future.~~ upon:

~~Forward-Looking~~● ~~Statements~~The Extension Proposal – to consider and vote upon a proposal by the following special resolution to amend the Company’s amended and restated memorandum and articles of association (the “Existing Charter”) to allow the board of directors of the Company (the “Board”), without another shareholder vote, to elect to extend the date by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “Business Combination”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, from August 2, 2024 (the “Original Termination Date”) to up to 4 times by an additional 3 months each time after the Original Termination Date, by resolution of the Board, until August 2, 2025 (each, an “Additional Charter Extension Date”) or a total of up to 12 months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension”, such extension deadline, the “Extended Date”, and such proposal, the “Extension Proposal”).

~~This~~● ~~Current~~The ~~Report~~Adjournment onProposal ~~Form 8-K~~— ~~includes~~to ~~“forward-looking~~consider ~~statements”~~and ~~within~~vote ~~the~~upon ~~meaning~~a ofproposal (the “~~safe~~Adjournment ~~harbor~~Proposal”) ~~provisions~~by of the ~~United~~following ~~States Private~~ordinary ~~Securities~~resolution ~~Litigation~~to ~~Reform~~approve ~~Act~~the adjournment of ~~1995.~~the ~~Forward-looking~~Extraordinary ~~statements~~General ~~may~~Meeting ~~be identified~~ by the ~~use~~chair ofthereof ~~words~~to ~~such~~a aslater ~~“may”~~date, ~~“should”,~~ ~~“expect”,~~if ~~“intend”~~necessary, ~~“will”,~~under ~~“estimate”,~~certain ~~“anticipate”~~circumstances, ~~“believe”,~~ ~~“predict”~~to solicit additional proxies for the purpose of approving the Extension Proposal, ~~“potential”~~to oramend ~~“continue”~~the Extension Proposal, or ~~other~~to ~~similar~~allow ~~expressions~~reasonable (additional time for the filing or ~~negative versions~~mailing of ~~such~~any ~~words~~supplemental or ~~expressions)~~amended disclosure that ~~predict~~the orCompany ~~indicate~~has ~~future~~determined ~~events~~in orgood ~~trends~~faith orafter ~~that~~consultation ~~are~~with ~~not~~outside ~~statements~~legal ofcounsel ~~historical~~is ~~matters. Such~~required ~~forward-looking~~under ~~statements~~applicable ~~are~~law ~~subject~~and for such supplemental or amended disclosure to ~~risks,~~be ~~uncertainties,~~disseminated and ~~other~~reviewed ~~factors~~by ~~which~~the ~~could~~Company’s ~~cause~~shareholders ~~actual~~prior ~~results~~ to ~~differ~~the ~~materially from~~Extraordinary ~~those~~General ~~expressed~~Meeting; orprovided ~~implied~~that bythe ~~such~~Extraordinary ~~forward-looking~~General ~~statements.~~Meeting ~~You~~is ~~should~~reconvened ~~not~~as ~~place~~promptly ~~undue~~as ~~reliance~~practical onthereafter. ~~forward-looking~~The ~~statements, which~~Adjournment ~~speak~~Proposal will only asbe ofpresented at the ~~date~~Extraordinary ~~they~~General ~~are~~Meeting ~~made.~~if ~~The~~there ~~Company~~are ~~undertakes~~not nosufficient ~~duty~~votes to ~~update~~approve ~~these~~the ~~forward-looking~~Extension ~~statements~~Proposal.

~~SIGNATURE~~For more information on these proposals, please refer to the Company’s proxy statement dated July 15, 2024 (as amended or supplemented, the “Proxy Statement”). As of the record date of June 20, 2024, there were a total of 9,555,210 ordinary shares issued and outstanding and entitled to vote at the Extraordinary General Meeting. Proxies were received for 8,488,193 ordinary shares, or approximately 88.83% of the shares issued and outstanding and entitled to vote at the Extraordinary General Meeting; therefore a quorum was present.

~~Pursuant~~Shareholders voted to ~~the~~approve ~~requirements of~~ the ~~Securities~~Extension ~~Exchange Act~~Proposal. ofThe ~~1934,~~proposal ~~the~~received ~~registrant has duly caused this report to be signed on its behalf by~~ the ~~undersigned~~following ~~hereunto~~final ~~duly~~voting ~~authorized.~~results:

BlueRiver Acquisition Corp. By: /s/ John Gregg Name: John Gregg Title: Co-Chief Executive Officer

For		Against				Abstain
8,353,645			134,548				0

~~Dated:~~The Adjournment ~~July~~Proposal ~~18,~~was ~~2024~~not presented to the shareholders because there were sufficient votes to approve the Extension Proposal.

A copy of the Amendment of the Company’s Amended and Restated Memorandum and Articles of Association as adopted on August 2, 2024 by special resolution of the shareholders is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit		Description
3.1		Amendment to the Amended and Restated Memorandum and Articles of Association of BlueRiver Acquisition Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 6, 2024

Filing Compare · BlueRiver Acquisition Corp.