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~~September 30, 2024

☐ 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.

(Exact name of registrant as specified in its charter)

Cayman Islands

6770

98-1577027

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer

Identification No.)

250 West Nottingham Drive, Suite 400 San Antonio, Texas		78209
(Address Of Principal Executive Offices)		(Zip Code)

(210) 832-3305

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol:	Name of Each Exchange on Which Registered:
Class A ordinary shares included as part of the units		None
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		None
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐‌

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August~~November 1924, 2024, there were 91891,763 Class A ordinary shares, par value $0.0001 per share and 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the company issued and outstanding.

BLUERIVER ACQUISITION CORP.

Form 10-Q

For Quarter Ended ~~June~~September 30, 2024

Table of Contents

		~~Page~~	Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	1	1
	Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023		2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2024 and 2023	3
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023		3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023		4
	Notes to Unaudited Condensed Consolidated Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31	31
Item 4.	Controls and Procedures	31	31
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32	32
Item 1A.	Risk Factors	32	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34	34
Item 3.	Defaults Upon Senior Securities	35	35
Item 4.	Mine Safety Disclosures	35	35
Item 5.	Other Information	35	35
Item 6.	Exhibits	35	35
SIGNATURES		36	36

PART I. FINANCIAL INFORMATION

Item 1. Condensed consolidated Financial Statements

BLUERIVER ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2024			December 31, 2023
	September 30, 2024			December 31, 2023
	(unaudited)
Assets:
Current assets:
Cash	$	166,~~927~~035		$	39,582
Prepaid expenses		4221,~~500~~250			—
Total current assets		5927,~~427~~285			39,582
Cash held in Trust Account		17,449,581			20,179,711
Due from related party		5,235			—
Total Assets	$	17,509,008		$	20,219,293
Cash held in Trust Account		1,034,785			20,179,711
Total Assets	$	1,067,305		$	20,219,293
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	2,~~614~~684,~~851~~000		$	2,376,876
Accrued expenses		3,~~616~~723,~~181~~036			2,060,102
Due to related party		2088,~~930~~700			20,930
Working capital loans - related party		1,~~347~~500,~~700~~000			822,500
Total current liabilities		7,~~599~~995,~~662~~736			5,280,408
Deferred legal fees		176,982			176,982
Derivative warrant liabilities		~~98,500~~—			394,000
Total liabilities		78,~~875~~172,~~144~~718			5,851,390
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 1,567,710 and 1,872,928 shares issued and outstanding at approximately $11.07 and $10.72 per share as of June 30, 2024 and December 31, 2023, respectively		17,349,581			20,079,711
Class A ordinary shares subject to possible redemption, $0.0001 par value; 91,763 and 1,872,928 shares issued and outstanding at approximately $10.19 and $10.72 per share as of September 30, 2024 and December 31, 2023, respectively		934,785			20,079,711
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 800,000 non-redeemable shares issued and outstanding as of June 30, 2024 and December 31, 2023		80			80
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 800,000 non-redeemable shares issued and outstanding as of September 30, 2024 and December 31, 2023		80			80
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding as of June 30, 2024 and December 31, 2023		719			719
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding as of September 30, 2024 and December 31, 2023		719			719
Additional paid-in capital		~~847~~632,~~029~~414			1,418,472
Accumulated deficit		(8,~~563~~673,~~545~~411	)		(7,131,079	)
Total shareholders’ deficit		(78,~~715~~040,~~717~~198	)		(5,711,808	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	171,~~509~~067,~~008~~305		$	20,219,293

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For The Six Months Ended June 30,
	For the Three Months Ended September 30,						For The Nine Months Ended September 30,
	2024			2023			2024			2023
General and administrative expenses	$	~~(463~~194,~~152~~595	)	$	~~332~~3,~~966~~477,461		$	12,~~842~~037,~~638~~233		$	25,~~427~~904,~~080~~541
General and administrative expenses - related party		150,000			150,000			~~300~~450,000			~~300~~450,000
Income (loss) from operations		313,152			(482,966	)		(2,142,638	)		(2,727,080	)
Loss from operations		(344,595	)		(3,627,461	)		(2,487,233	)		(6,354,541	)
Other income (expense):
Income from cash and investments held in Trust Account		~~200~~136,~~899~~229			~~179~~243,~~734~~659			~~414~~550,~~672~~901			1,~~585~~829,~~936~~595
Change in fair value of derivative warrant liabilities		~~591~~98,~~000~~500			73(197,~~875~~000	)		~~295~~394,~~500~~000			(98295,500	)
Change in fair value of working capital loan - related party		―			5,340			―			800
Gain from extinguishment of deferred underwriting commissions		—			362,250			—			362,250
Total other income, net		791,899			258,949			710,172			1,488,236
Change in fair value of working capital loan - related party		—			—			—			800
Net income (loss)	$	1,105,051		$	(224,017	)	$	(1,432,466	)	$	(1,238,844	)
Total other income, net		234,729			408,909			944,901			1,897,145
Weighted average shares outstanding, Class A redeemable ordinary shares		2,367,710			2,811,745			2,423,052			7,119,575
Net loss	$	(109,866	)	$	(3,218,552	)	$	(1,542,332	)	$	(4,457,396	)
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.12		$	(0.02	)	$	(0.15	)	$	(0.09	)
Weighted average shares outstanding, Class A redeemable ordinary shares		1,812,246			2,722,722			2,221,323			5,632,404
Basic and diluted net loss per share, Class A ordinary shares	$	(0.01	)	$	(0.32	)	$	(0.16	)	$	(0.35	)
Weighted average shares outstanding, Class B ordinary shares		7,187,500			7,187,500			7,187,500			7,187,500
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.12		$	(0.02	)	$	(0.15	)	$	(0.09	)
Basic and diluted net loss per share, Class B ordinary shares	$	(0.01	)	$	(0.32	)	$	(0.16	)	$	(0.35	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2024

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2023		800,000	$	80		7,187,500	$	719	$	1,418,472		$	(7,131,079	)	$	(5,711,808	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		(292,159	)		—			(292,159	)
Net loss		—		—		—		—		—			(2,537,517	)		(2,537,517	)
Balance – March 31, 2024 (unaudited)		800,000	$	80		7,187,500	$	719	$	1,126,313		$	(9,668,596	)	$	(8,541,484	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		(279,284	)		—			(279,284	)
Net income		—		—		—		—		—			1,105,051			1,105,051
Balance – June 30, 2024 (unaudited)		800,000	$	80		7,187,500	$	719	$	847,029		$	(8,563,545	)	$	(7,715,717	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		(214,615	)		—			(214,615	)
Net loss		—		—		—		—		—			(109,866	)		(109,866	)
Balance – September 30, 2024 (unaudited)		800,000	$	80		7,187,500	$	719	$	632,414		$	(8,673,411	)	$	(8,040,198	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2023

	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2022		800,000	$	80		7,187,500	$	719	$	—		$	(11,554,860	)	$	(11,554,061	)
Stock compensation expense		—		—		—		—		1,701,444			—			1,701,444
Shareholder non-redemption agreement		—		—		—		—		2,333,639			—			2,333,639
Contribution from the Sponsor		—		—		—		—		(2,333,639	)		—			(2,333,639	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		(1,406,202	)		—			(1,406,202	)
Increase in Class A ordinary shares subject to possible redemption		—		—		—		—		(1,406,202	)		—			(1,406,202	)
Net loss		—		—		—		—		—			(1,014,827	)		(1,014,827	)
Balance – March 31, 2023 (unaudited)		800,000	$	80		7,187,500	$	719	$	295,242		$	(12,569,687	)	$	(12,273,646	)
Balance - March 31, 2023 (unaudited)		800,000	$	80		7,187,500	$	719	$	295,242		$	(12,569,687	)	$	(12,273,646	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		(179,734	)		—			(179,734	)
Increase in Class A ordinary shares subject to possible redemption		—		—		—		—		(179,734	)		—			(179,734	)
Net loss		—		—		—		—		—			(224,017	)		(224,017	)
Balance – June 30, 2023 (unaudited)		800,000	$	80		7,187,500	$	719	$	115,508		$	(12,793,704	)	$	(12,677,397	)
Increase in Class A ordinary shares subject to possible redemption		—		—		—		—		(243,659	)		9,700,250			9,456,591
Shareholder non-redemption agreement		—		—		—		—		1,782,000			—			1,782,000
Net loss		—		—		—		—		—			(3,218,552	)		(3,218,552	)
Balance – September 30, 2023 (unaudited)		800,000	$	80		7,187,500	$	719	$	1,653,849		$	(6,312,006	)	$	(4,657,358	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLUERIVER ACQUISITION CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(1,~~432~~542,~~466~~332	)	$	(14,~~238~~457,~~844~~396	)
Adjustment to reconcile net loss to net cash used in operating activities:
Income from cash and investments held in Trust Account		(~~414~~550,~~672~~901	)		(1,~~585~~829,~~936~~595	)
Change in fair value of derivative warrant liabilities		(~~295~~394,~~500~~000	)		98295,500
Change in fair value of working capital loans - related party		—			(800	)
Stock compensation expense		—			13,~~701~~483,444
Gain from extinguishment of deferred underwriting commissions		—			(362,250	)
Changes in operating assets and liabilities:
Prepaid expenses		(4221,~~500~~250	)		(221,~~895~~645	)
Accounts payable		237,975			304,788
Due from related party		(26,165	)		—
Accrued expenses		1,556,079			282,979
Accounts payable		307,124			1,723,402
Net cash used in operating activities		(391,084	)		(460,764	)
Accrued expenses		1,678,934			550,980
Net cash used in operating activities		(548,590	)		(598,360	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(~~156~~235,~~771~~157	)		—
Cash withdrawn from Trust Account in connection with redemption		319,~~301~~930,~~573~~984			~~271~~273,~~939~~410,~~156~~361
Net cash provided by investing activities		319,~~144~~695,~~802~~827			~~271~~273,~~939~~410,~~156~~361
Cash Flows from Financing Activities:
Proceeds from issuance of working capital loans to related party		~~525~~677,~~200~~500			~~545~~594,000
Redemption of Ordinary shares		(3,301,573	)		(271,939,156	)
Proceeds from advances from related party		72,700			—
Net cash used in financing activities		(2,776,373	)		(271,394,156	)
Redemption of Ordinary shares		(19,930,984	)		(273,410,361	)
Net change in cash		(22,655	)		84,236
Net cash used in financing activities		(19,180,784	)		(272,816,361	)
Net change in cash		(33,547	)		(4,360	)
Cash - beginning of the period		39,582			21,548
Cash - end of the period	$	166,~~927~~035		$	~~105~~17,~~784~~188
Supplemental disclosure of noncash financing activities:
Accounts payable and accrued expenses paid by the Sponsor	$	16,000		$	20,930
Forgiveness of deferred underwriting fee payable allocated to Class A ordinary shares	$	—		$	9,700,250

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLUERIVER ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2024

Note 1 — Description of Organization, Business Operations and Liquidity

BlueRiver Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company, defined below, is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one subsidiary, BLUA Merger Sub LLC, (collectively the “Company”) a direct wholly owned subsidiary of the ~~Company~~ SPAC incorporated in Texas on July 17, 2023. As of ~~June~~and for the year ended September 30, 2024, the subsidiary has had no activity.

As of ~~June~~September 30, 2024, the Company had not commenced any operations. All activity for the period from October 19, 2020 (inception) through September ~~June~~ 30, 2024 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its cash and investments held in the trust account from the proceeds of its Initial Public Offering.

The Company’s sponsor is BlueRiver Ventures, LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $16.4 million, inclusive of approximately $10.1 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million (Notes 4 and 6).

Upon the closing of the Initial Public Offering and the Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On March 28, 2023, the Company initiated the process of converting all of the assets held in the Trust Account into cash, which was deposited in a non-interest bearing account. As of May 4, 2023, the Company deposited the assets held in the Trust Account in an interest-bearing demand deposit account at a bank. Interest on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and the Company cannot provide assurances that such rate will not decrease or increase significantly.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

BLUERIVER ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2024

The Company will provide the holders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company will adopt upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or to not vote at all. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the “Private Placement Shares”) underlying the Private Placement Units and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would (a) modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 36 months (including 6 month extensions approved on January 31, 2023, August 2, 2023 and February 2, 2024) from the closing of this offering, or up to 42 months if extended 6 times by an additional 1 month each month after the closing of this offering, by resolution of the Board, or during any Extension Period (as such period may be extended by the Company’s shareholders in accordance with the Amended and Restated Memorandum and Articles of Association, the “Combination Period”) or (b) with respect to any other material provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

BLUERIVER ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2024

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to consummate a Business Combination within the Combination Period.

The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On July 3, 2024, the NYSE American suspended trading in the redeemable warrants (NYSE: BLUA.U) of the Company (the “Public Warrants”) from NYSE American. On July 15, 2024, the NYSE American suspended trading in the Class A ordinary shares (NYSE American: BLUA) and units (NYSE American: BLUA.U) of the Company on 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. On July 12, 2024, the Company withdrew its appeal from the NYSE American and on July 15, 2024, NYSE American filed a Form 25 delisting the Company’s securities.

As a result of the NYSE American delisting the Company’s securities from trading on its exchange, the Company’s securities may be quoted on an over-the-counter market. However, the Company has not made any application to list the Company’s units, Class A ordinary shares or Public Warrants on the over-the-counter markets. Accordingly, the Company could face significant material adverse consequences, including: (i) a limited availability of market quotations for the Company’s units, Class A ordinary shares and Public Warrants, (ii) reduced liquidity for the Company’s units, Class A ordinary shares and Public Warrants, (iii) a determination that the Company’s Public Shares are “penny stocks” which will require brokers trading in the Company’s Public Shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s units, Class A ordinary shares and Public Warrants, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Company is no longer listed on NYSE American, the Company’s units, Class A ordinary shares and Public Warrants would not qualify as covered securities under such statute and we may be subject to regulation in each state in which we offer our securities.

BLUERIVER ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2024

Trust Account Redemptions and Extension of Combination Period

On January 25, 2023, the Company and the Sponsor, entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Special Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from February 2, 2023 to August 2, 2023 (the “Extension”). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company’s trust account following the Special Meeting.

On January 31, 2023, the Company held a Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2023 to August 2, 2023. In connection with such vote, on January 27, 2023, the holders of an aggregate of 26,738,255 Public Shares exercised their right to redeem their shares for an aggregate of approximately $271,939,156 in cash held in the Trust Account.

On July 25, 2023, the Company and the Sponsor, entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Second Special Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Second Extension Proposal”) from August 2, 2023 to February 2, 2024 (the “Second Extension”). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Second Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Second Extension Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company’s trust account following the Second Special Meeting.

On August 2, 2023, the Company held the Second Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from August 2, 2023 to February 2, 2024.

In connection with the Second Special Meeting, the holders of an aggregate of 138,816 Public Shares exercised their right to redeem their shares for an aggregate of approximately $1,471,204 in cash held in the Trust Account.

On February 2, 2024, the Company held an Extraordinary General Meeting (the “Third Special Meeting”) at which the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2024 up to 6 times by an additional 1 month each month after the February 2, 2024, by resolution of the Board, upon deposit of $0.025 into the Company’s Trust Account for each Public Share that has not been redeemed in accordance with the terms of Company’s amended and restated memorandum and articles of association (Note 10). On February 27, 2024, March 28, 2024, April 29, 2024, May 31, 2024, the Company deposited an additional $39,193 on each date and on July 31, 2024 the Company deposited an additional $78,386, for an aggregate of $235,157 into the Trust Account to extend the date by which it has to consummate an initial business combination to August 2, 2024.

In connection with the Third Special Meeting, the holders of an aggregate of 305,218 Public Shares exercised their right to redeem their shares for an aggregate of approximately $3,301,573 in cash held in the Trust Account.

On August 2, 2024, the Company held an Extraordinary General Meeting (the “Fourth Special Meeting”) at which the shareholders voted to extend the time the Company has to consummate an initial business combination from ~~February~~August 2, 2024 up to 4 times by an additional 3 months each ~~time~~month ~~until~~after the August 2, ~~2025~~2024, by resolution of the Board.

In connection with the Fourth Special Meeting, the holders of an aggregate of 1,475,947 Public Shares exercised their right to redeem their shares for an aggregate of ~~approximately~~ $16,~~397~~629,~~771~~ 411 in cash held in the Trust Account.

8On July 3, 2024, the NYSE American suspended trading in the redeemable warrants (NYSE: BLUA.U) of the Company (the “Public Warrants”) from NYSE American. On July 15, 2024, the NYSE American suspended trading in the Class A ordinary shares (NYSE American: BLUA) and units (NYSE American: BLUA.U) of the Company on NYSE American.

~~BLUERIVER~~The NYSE ~~ACQUISITION~~American ~~CORP~~had previously announced on February 2, 2024 an NYSE Regulation determination to delist all of the Company’s listed securities. On July 12, 2024, the Company withdrew its appeal from the NYSE American and on July 15, 2024, NYSE American filed a Form 25 delisting the Company’s securities.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~8

~~JUNE~~BLUERIVER ACQUISITION ~~30, 2024~~CORP.

~~Liquidity~~NOTES TO ~~and~~UNAUDITED ~~Going~~CONDENSED ~~Concern~~CONSOLIDATED FINANCIAL STATEMENTS

~~As of June~~ SEPTEMBER 30, 2024~~, the Company had approximately $17,000 in its operating bank account and a working capital deficit of approximately $7.5 million.~~

~~The~~As a result of the NYSE American delisting the Company’s ~~liquidity~~securities ~~needs~~from totrading ~~date~~on ~~have~~its exchange, the Company’s securities may ~~been~~be ~~satisfied~~quoted ~~through~~on aan ~~contribution~~over-the-counter ofmarket. ~~$25~~However,~~000~~ ~~from~~the ~~Sponsor~~Company tohas ~~cover~~not ~~for~~made ~~certain~~any ~~expenses~~application into ~~exchange~~list ~~for~~ the ~~issuance~~Company’s ofunits, ~~the~~Class ~~Founder~~A ~~Shares,~~ordinary ~~the~~shares ~~loan~~or ofPublic ~~approximately~~Warrants ~~$79,000~~on ~~from~~the over-the-counter ~~Sponsor~~markets. ~~under~~Accordingly, the ~~Note~~Company ~~(as~~could ~~defined~~face insignificant ~~Note~~material 4)adverse consequences, ~~and~~including: ~~the~~(i) ~~proceeds~~a ~~from~~limited ~~the~~availability ~~consummation~~ of market quotations for the ~~Private~~Company’s ~~Placement~~units, ~~not~~Class ~~held~~A inordinary ~~the~~shares ~~Trust~~and ~~Account.~~Public Warrants, ~~The~~(ii) ~~Company~~reduced ~~repaid~~liquidity for the ~~Note~~Company’s inunits, ~~full~~Class onA ~~February~~ordinary 5,shares ~~2021.~~and InPublic ~~addition~~Warrants, in(iii) ~~order~~a determination that tothe ~~finance~~Company’s ~~transaction~~Public ~~costs~~Shares inare ~~connection~~“penny ~~with~~stocks” awhich ~~Business~~will ~~Combination,~~require brokers trading in the ~~Sponsor~~Company’s orPublic anShares to ~~affiliate~~adhere ofto ~~the~~more ~~Sponsor~~stringent rules, orincluding ~~certain~~being ofsubject to the ~~Company’s~~ ~~officers~~depository ~~and~~requirements ~~directors~~of ~~may,~~Rule ~~but~~419 ~~are~~of ~~not~~the ~~obligated~~Securities toAct, ~~provide~~and ~~the~~possibly result ~~Company~~in ~~Working~~a ~~Capital~~reduced ~~Loans~~level ~~(as~~of ~~defined~~trading activity in ~~Note~~the ~~4). On~~secondary ~~November~~trading 9,market ~~2022,~~for the Company’s ~~entered~~units, ~~into~~Class aA ~~promissory~~ordinary ~~note~~shares and ~~agreement~~Public ~~(“Sponsor~~Warrants, ~~Note”~~(iv) ~~with~~a ~~the~~decreased ~~Sponsor,~~ability ~~providing~~to ~~the Company~~issue ~~the~~additional ~~ability~~securities toor ~~borrow~~obtain upadditional tofinancing ~~$1.5~~in ~~million.~~the Onfuture, ~~November~~and ~~17,~~(v) ~~2022,~~a less ~~the~~attractive ~~Company~~acquisition ~~drew~~vehicle ~~down~~to ~~$100,000~~a ~~under~~target ~~the~~business ~~Sponsor~~in ~~Note~~connection ~~agreement~~with an initial business combination. The National Securities AtMarkets ~~various~~Improvement ~~dates~~Act ~~during~~of ~~the~~1996, ~~year~~which ~~ended~~is ~~December~~a ~~31,~~federal ~~2023~~statute, prevents or preempts the ~~Company~~states ~~drew~~from ~~down~~regulating anthe ~~additional~~sale ~~$722~~of certain securities,~~500~~ which ~~under~~are ~~the~~referred ~~Sponsor~~to ~~Note~~as ~~agreement~~“covered securities. At” ~~various~~If ~~dates~~the ~~during~~Company ~~the~~is ~~three~~no ~~months~~longer ~~ended~~listed ~~June~~on ~~30,~~NYSE ~~2024~~American, the Company’s ~~drew~~units, Class ~~down~~A anordinary ~~additional~~shares ~~$345,000~~and ~~under~~Public ~~the~~Warrants ~~Sponsor~~would ~~Note~~not ~~agreement. As~~qualify ofas ~~June~~covered ~~30,~~securities ~~2024~~under ~~and~~such ~~December~~statute ~~31,~~and ~~2023,~~we ~~there~~may ~~was~~be ~~$1,347,700~~subject ~~and~~to ~~$822,500,~~regulation in ~~respectively,~~each ~~outstanding~~state ~~under~~in ~~the~~which ~~Working~~we ~~Capital~~offer ~~Loans~~our securities.

~~Management~~On August ~~has~~2, ~~determined~~2024, ~~that~~ the Company ~~does~~held an Extraordinary General Meeting (the “Fourth Special Meeting”) at which the shareholders ~~not~~voted ~~have~~to ~~sufficient~~extend ~~funds~~the ~~and~~time ~~may~~the ~~need~~Company has to ~~borrow~~consummate an initial business combination from ~~its~~February ~~Sponsor~~2, 2024 up to ~~fund~~4 ~~the~~times ~~working~~by ~~capital~~an ~~needs~~additional 3 ofmonths ~~the~~each ~~Company~~time until ~~the~~August ~~consummation of~~2, an2025, ~~initial~~by ~~Business~~resolution ~~Combination~~of the Board.

In connection with the ~~Company’s~~Fourth ~~assessment of~~Special ~~going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15~~Meeting, ~~“Disclosures~~the holders of ~~Uncertainties~~ ~~about~~ an ~~Entity’s~~aggregate of ~~Ability to Continue as a Going Concern~~1,~~” management has determined that the liquidity condition~~475, ~~mandatory~~947 ~~liquidation~~Public ~~and~~Shares ~~subsequent~~exercised ~~dissolution~~their ~~raises~~right ~~substantial doubt about the Company’s ability~~ to ~~continue~~redeem astheir ashares ~~going~~for ~~concern. No~~an ~~adjustments~~aggregate ~~have been made to the carrying amounts~~ of ~~assets or liabilities should the Company be required to liquidate after August 2~~$16,629,411 ~~2025~~in ~~The~~cash ~~unaudited~~held ~~condensed~~in ~~consolidated financial statements do not include any adjustment that might be necessary if~~ the ~~Company is~~Trust ~~unable to continue as a going concern~~Account. ~~The Company intends to complete a Business Combination before the mandatory liquidation date.~~

9Liquidity and Going Concern

~~BLUERIVER~~As ~~ACQUISITION~~of ~~CORP~~September 30, 2024, the Company had $6,035 in its operating bank account and a working capital deficit of approximately $8.0 million.

~~NOTES~~In order TOto ~~UNAUDITED~~finance ~~CONDENSED~~transaction ~~CONSOLIDATED~~costs ~~FINANCIAL~~in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain ~~STATEMENTS~~of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). On November 9, 2022, the Company entered into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability to borrow up to $1.5 million. On November 17, 2022, the Company drew down $100,000 under the Sponsor Note agreement. At various dates during the year ended December 31, 2023, the Company drew down an additional $722,500 under the Sponsor Note agreement. At various dates during the three months ended September 30, 2024, the Company drew down an additional $152,300 under the Sponsor Note agreement. As of September 30, 2024 and December 31, 2023, there was $1,500,000 and $822,500, respectively, outstanding under the Working Capital Loans.

~~JUNE~~Management has ~~30,~~determined ~~2024~~that the Company does not have sufficient funds and may need to borrow from its Sponsor to fund the working capital needs of the Company until the consummation of an initial Business Combination.

~~Risks~~In ~~and~~connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 2, 2025. The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date.

Management is currently evaluating the impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel – Hamas conflict and the Russia – Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.9

~~On May 1, 2023, First Republic Bank became insolvent.~~BLUERIVER ~~Federal~~ACQUISITION ~~regulators seized the assets of the bank and negotiated a sale of its assets to JP Morgan Chase~~CORP. ~~The Company held deposits with this bank. As a result of the sale of the assets to JP Morgan Chase, the Company believes its insured and uninsured deposits are not at risk.~~

~~Note~~NOTES TO 2UNAUDITED —CONDENSED ~~Basis~~CONSOLIDATED ofFINANCIAL ~~Presentation and Summary of Significant Accounting Policies~~STATEMENTS

~~Basis~~SEPTEMBER 30, ~~of Presentation~~2024

~~The accompanying unaudited condensed consolidated~~Risks ~~financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information~~ and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed consolidated or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and six months ended June 30, 2024, and since inception are not necessarily indicative of the results that may be expected through December 31, 2024, or any future period.Uncertainties

~~The~~Management is ~~accompanying~~currently ~~unaudited~~evaluating ~~condensed~~the ~~consolidated~~impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, ~~financial~~supply ~~statements~~chain ~~should~~disruptions, bethe ~~read~~Israel in– ~~conjunction~~Hamas ~~with~~conflict and the ~~audited~~Russia – Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial ~~statements~~position, results of operations and/or ~~notes~~search ~~thereto~~for ~~included~~a intarget company, the ~~Annual~~specific ~~Report~~impact is not readily determinable as onof ~~Form~~the ~~10-K~~date ~~filed~~of bythese unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the ~~Company~~outcome ~~with~~of this uncertainty. We cannot at this time fully predict the ~~SEC~~likelihood of onone ~~February~~or 27more of the above events, ~~2024~~their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

~~Principles~~Note 2 — Basis of ~~Consolidation~~Presentation and Summary of Significant Accounting Policies

~~The accompanying unaudited condensed consolidated~~Basis ~~financial statements include the accounts~~ of ~~the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.~~ Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed consolidated or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2024, and since inception are not necessarily indicative of the results that may be expected through December 31, 2024, or any future period.

~~BLUERIVER~~The accompanying ~~ACQUISITION~~unaudited ~~CORP~~condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on February 27, 2024.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL~~Principles ~~STATEMENTS~~of Consolidation

~~JUNE~~The accompanying ~~30,~~unaudited ~~2024~~condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

~~Emerging Growth Company~~10

~~As an emerging growth company, the Company may~~BLUERIVER ~~take~~ACQUISITION advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedCORP.

~~Further, Section 102(b)(1) of the Jumpstart Our~~NOTES ~~Business~~TO ~~Startups~~UNAUDITED ~~Act~~CONDENSED ofCONSOLIDATED ~~2012~~FINANCIAL (the “JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.STATEMENTS

~~This may make comparison of the Company’s~~SEPTEMBER ~~unaudited~~30, condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.2024

~~Use~~Emerging Growth ~~of Estimates~~Company

~~The preparation of unaudited condensed consolidated~~As ~~financial~~an ~~statements~~emerging ingrowth ~~conformity~~company, ~~with U.S. GAAP requires~~ the Company’s ~~management~~may totake ~~make~~advantage ~~estimates and assumptions that affect the reported amounts~~ of ~~assets~~certain ~~and~~exemptions ~~liabilities~~from ~~and~~various ~~disclosure~~reporting ofrequirements ~~contingent~~that ~~assets~~are ~~and liabilities at the date of the unaudited condensed~~applicable ~~consolidated~~to ~~financial~~other ~~statements~~public ~~and~~companies ~~the~~that ~~reported~~are ~~amounts~~not ofemerging ~~revenues~~growth ~~and~~companies ~~expenses~~including, ~~during~~but ~~the~~not ~~reporting~~limited ~~period.~~to, ~~Making~~not ~~estimates~~being ~~requires management~~required to ~~exercise~~comply ~~significant~~with ~~judgment.~~the auditor Itattestation isrequirements atof ~~least~~Section ~~reasonably~~404 ~~possible that the estimate~~ of the ~~effect~~Sarbanes-Oxley Act of ~~a condition~~2002, ~~situation or~~reduced ~~set~~disclosure ofobligations ~~circumstances~~regarding ~~that~~executive compensation ~~existed~~in atits ~~the~~periodic ~~date~~reports ofand ~~the~~proxy ~~unaudited condensed consolidated financial~~ statements, ~~which~~and ~~management~~exemptions ~~considered in~~from ~~formulating its estimate, could change in~~ the ~~near~~requirements ~~term~~of ~~due~~holding toa ~~one~~nonbinding oradvisory ~~more~~vote on ~~future~~executive ~~confirming~~compensation ~~events.~~and ~~Accordingly,~~shareholder ~~the~~approval ~~actual~~of ~~results could~~any ~~differ~~golden ~~significantly~~parachute ~~from~~payments ~~those~~not ~~estimates~~previously approved.

~~Cash~~Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and ~~Cash~~comply ~~Equivalents~~with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~The~~This may make comparison of the Company’s ~~considers~~unaudited ~~all~~condensed ~~short-term~~consolidated ~~investments~~ financial statements with another public company that is neither an ~~original~~emerging ~~maturity~~growth ofcompany ~~three~~nor ~~months~~an oremerging ~~less~~growth ~~when~~company ~~purchased~~that tohas beopted ~~cash~~out ~~equivalents.~~of ~~The~~using ~~Company~~the ~~had~~extended notransition ~~cash~~period ~~equivalents~~difficult or asimpossible because of ~~June 30,~~the ~~2024~~potential ~~and~~differences ~~December~~in ~~31,~~accounting ~~2023~~standards used.

~~Cash~~Use of ~~Held in Trust Account~~Estimates

The preparation ~~Company~~of ~~classifies~~unaudited ~~its~~condensed consolidated financial statements in conformity with U.S. ~~Treasury~~GAAP ~~and equivalent~~requires ~~securities~~the asCompany’s ~~held~~ management to ~~maturity~~make inestimates ~~accordance~~and ~~with~~assumptions ~~FASB~~that ~~Accounting~~affect ~~Standard~~the ~~Codification~~reported ~~(“ASC”)~~amounts ~~Topic~~of ~~320,~~assets ~~“Investments –~~and ~~Debt~~liabilities and ~~Equity~~disclosure ~~Securities.”~~of ~~Held-to-maturity~~contingent ~~securities~~assets ~~are~~and liabilities ~~those~~at ~~securities~~the ~~which~~date of the ~~Company~~unaudited ~~has~~condensed consolidated financial statements and the ~~ability~~reported amounts of revenues and ~~intent~~expenses toduring ~~hold~~the ~~until~~reporting ~~maturity~~period. ~~Held-~~Making estimates requires management to~~-maturity~~ ~~treasury~~exercise ~~securities~~significant ~~are~~judgment. ~~recorded~~It is at ~~amortized~~least ~~cost~~reasonably onpossible that the ~~accompanying~~estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed ~~consolidated~~ ~~balance~~consolidated ~~sheets~~financial ~~and~~statements, ~~adjusted~~which ~~for~~management considered in formulating its estimate, could change in the ~~amortization~~near term due to one or ~~accretion~~more offuture ~~premiums~~confirming orevents. ~~discounts~~Accordingly, the actual results could differ significantly from those estimates.

~~On March 28, 2023, the Company initiated the~~Cash process of converting all of the assets held in the Trust Account into cash, which was deposited in a non-interest bearing account. As of May 4, 2023, the Company deposited the assets held in the Trust Account in an interest-bearing demand deposit account at a bank. Interest on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and ~~the~~Cash ~~Company cannot provide assurances that such rate will not decrease or increase significantly.~~Equivalents

11The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2024 and December 31, 2023.

~~BLUERIVER~~Cash Held ~~ACQUISITION~~in ~~CORP.~~Trust Account

~~NOTES~~The Company TOclassifies ~~UNAUDITED~~its ~~CONDENSED~~U.S. ~~CONSOLIDATED~~Treasury ~~FINANCIAL~~and equivalent securities as held to maturity in accordance with FASB Accounting Standard Codification ~~STATEMENTS~~(“ASC”) Topic 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying unaudited condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

~~JUNE~~On March 3028, ~~2024~~2023, the Company initiated the process of converting all of the assets held in the Trust Account into cash, which was deposited in a non-interest bearing account. As of May 4, 2023, the Company deposited the assets held in the Trust Account in an interest-bearing demand deposit account at a bank. Interest on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and the Company cannot provide assurances that such rate will not decrease or increase significantly.

~~Concentration of Credit Risk~~11

~~The Company has significant cash balances at~~BLUERIVER ~~financial~~ACQUISITION ~~institutions which throughout the year that exceed the federally insured limit of $250,000~~CORP. ~~Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.~~

~~Fair~~NOTES TO ~~Value~~UNAUDITED ofCONDENSED ~~Financial~~CONSOLIDATED ~~Instruments~~FINANCIAL STATEMENTS

~~The fair value of the Company’s assets~~SEPTEMBER ~~and liabilities~~30, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the unaudited condensed consolidated balance sheets due to their short-term nature, except for derivative warrant liabilities (see Note 9).2024

~~Fair~~Concentration of ~~Value~~Credit ~~Measurements~~Risk

~~Fair~~The Company ~~value~~has issignificant ~~defined~~cash asbalances ~~the~~at ~~price~~financial ~~that~~institutions ~~would be~~which ~~received~~throughout ~~for~~the ~~sale~~year ofthat anexceed ~~asset~~the orfederally ~~paid~~insured ~~for~~limit ~~transfer~~ of ~~a liability~~ $250,000. inAny anloss ~~orderly~~incurred ~~transaction~~or ~~between~~a ~~market~~lack ~~participants~~of ataccess ~~the~~to ~~measurement date.~~such ~~U.S.~~funds ~~GAAP~~could ~~establishes~~have a ~~three-tier~~significant ~~fair~~adverse ~~value~~impact ~~hierarchy,~~on ~~which prioritizes~~ the ~~inputs~~Company’s ~~used in measuring fair value. The hierarchy~~financial ~~gives~~condition, ~~the~~results ~~highest~~of ~~priority~~operations, ~~to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)~~ and ~~the~~ ~~lowest~~cash ~~priority to unobservable inputs (Level 3 measurements)~~flows. ~~These tiers consist of:~~

●Fair Value ~~Level~~of 1,Financial defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.Instruments

InThe fair ~~some~~value ~~circumstances,~~of the ~~inputs~~Company’s ~~used~~assets toand ~~measure fair~~liabilities, ~~value~~which ~~might~~qualify beas ~~categorized~~financial ~~within~~instruments ~~different~~under ~~levels~~FASB ofASC ~~the~~Topic ~~fair~~820, ~~value~~“Fair Value ~~hierarchy.~~Measurements,” Inequals ~~those~~or ~~instances,~~approximates the ~~fair~~carrying ~~value~~amounts ~~measurement~~represented ~~is categorized~~ in ~~its entirety in~~ the ~~fair~~unaudited ~~value~~condensed ~~hierarchy~~consolidated ~~based~~balance onsheets due ~~the~~to ~~lowest~~their ~~level~~short-term ~~input~~nature, ~~that~~except isfor ~~significant~~derivative towarrant ~~the~~liabilities ~~fair~~(see ~~value~~Note ~~measurement~~9).

~~Derivative~~Fair Value ~~Warrant Liabilities~~Measurements

~~The~~Fair value ~~Company~~is ~~does~~defined ~~not~~as ~~use~~the ~~derivative~~price ~~instruments to~~that ~~hedge~~would ~~exposures~~be toreceived ~~cash~~for ~~flow,~~sale ~~market,~~of oran ~~foreign~~asset ~~currency~~or ~~risks.~~paid ~~The~~for ~~Company~~transfer ~~evaluates all~~ of ~~its~~a ~~financial instruments~~liability, ~~including issued~~in ~~stock~~an ~~purchase~~orderly ~~warrants,~~transaction between tomarket ~~determine~~participants ifat ~~such~~the ~~instruments~~measurement ~~are~~date. ~~derivatives~~U.S. orGAAP ~~contain~~establishes ~~features~~a ~~that~~three-tier ~~qualify~~fair asvalue ~~embedded derivatives~~hierarchy, ~~pursuant~~ towhich ~~FASB~~prioritizes ~~ASC~~the ~~Topic~~inputs used ~~480~~in ~~“Distinguishing~~measuring ~~Liabilities~~fair ~~from~~value. ~~Equity”~~The ~~(“ASC~~hierarchy ~~480”)~~gives ~~and~~the ~~FASB~~highest ~~ASC~~priority ~~Subtopic~~to ~~815-15 “Derivatives~~unadjusted ~~and~~quoted ~~Hedging~~prices —in ~~Embedded~~active ~~Derivatives”~~markets ~~(“ASC~~for ~~815”).~~identical ~~The classification of derivative instruments,~~assets ~~including~~or ~~whether~~liabilities ~~such~~(Level ~~instruments~~1 ~~should~~measurements) beand ~~recorded~~the aslowest ~~liabilities~~priority orto asunobservable ~~equity,~~inputs is(Level ~~re-assessed~~3 atmeasurements). ~~the~~These ~~end~~tiers ofconsist ~~each reporting period.~~of:

~~The~~● ~~warrants~~Level ~~issued~~1, indefined ~~connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (~~as ~~defined~~observable ininputs ~~Note~~such ~~4) (collectively, the “warrants”) are recognized~~ as ~~derivative~~quoted ~~liabilities~~prices infor ~~accordance~~identical ~~with~~instruments ~~ASC Subtopic 815-40 “Derivatives and Hedging - Contracts~~ in ~~Entity’s Own~~active ~~Equity”~~markets; ~~(“ASC~~● ~~815-40”).~~Level ~~Accordingly~~2, ~~the~~defined ~~Company recognizes the warrant instruments~~ as ~~liabilities~~inputs atother ~~fair~~than ~~value and~~quoted ~~adjusts~~prices ~~the~~in ~~carrying~~active ~~value~~markets ofthat ~~the instruments to fair value at each reporting period until they~~ are ~~exercised.~~either ~~The~~directly ~~initial~~or ~~fair~~indirectly ~~value of~~observable ~~the~~such ~~Public~~as ~~Warrants~~quoted ~~and~~prices ~~the~~for ~~fair~~similar ~~value~~instruments ofin ~~the~~active ~~Private~~markets ~~Placement~~or ~~Warrants~~quoted ~~has~~prices ~~been~~for ~~estimated~~identical ~~using~~or asimilar ~~binomial~~instruments ~~lattice model~~ in amarkets ~~risk-neutral framework.~~that Asare ~~the~~not ~~transfer~~active; ofand ~~Private~~● ~~Placement~~Level ~~Warrants~~3, todefined ~~anyone~~as ~~who~~unobservable isinputs ~~not a permitted transferee would result~~ in ~~the~~which ~~Private~~little ~~Placement Warrants~~or ~~having~~no ~~substantially~~market ~~the~~data ~~same terms as the Public Warrants~~exists, ~~the~~therefore ~~Company~~requiring ~~determined~~an ~~that~~entity ~~the fair value of each Private Placement Warrant is equivalent~~ to ~~that~~develop ofits ~~each~~own ~~Public Warrant. The fair value of the Warrants as of June 30~~assumptions, ~~2024 and December 31, 2023 is based on observable listed prices for~~ such ~~warrants.~~as ~~The~~valuations ~~determination~~derived offrom ~~the~~valuation ~~fair~~techniques ~~value~~in ofwhich ~~the~~one ~~warrant~~or ~~liability may be subject to change as~~ more ~~current~~significant ~~information~~inputs ~~becomes~~or ~~available~~significant ~~and~~value ~~accordingly~~drivers ~~the actual results could differ significantly. Derivative warrant liabilities~~ are ~~classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities~~unobservable.

12In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~BLUERIVER~~Derivative Warrant ~~ACQUISITION CORP.~~Liabilities

~~NOTES~~The Company TOdoes ~~UNAUDITED~~not ~~CONDENSED~~use ~~CONSOLIDATED~~derivative ~~FINANCIAL~~instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates ~~STATEMENTS~~all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Subtopic 815-15 “Derivatives and Hedging — Embedded Derivatives” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

~~JUNE~~The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “warrants”) are recognized as derivative liabilities in accordance with ASC Subtopic 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants and the fair value of the Private Placement Warrants has been estimated using a binomial lattice model in a risk-neutral framework. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Warrants as of September 30, 2024 and December 31, 2023 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~Convertible Instruments~~12

~~The Company accounted for the Working Capital~~BLUERIVER ~~Loans,~~ACQUISITION ~~as described in Note 4, analyzing the conversion options embedded in convertible notes in accordance with ASC 815~~CORP. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

~~The Company reviews the terms of convertible~~NOTES ~~debt~~TO ~~issued~~UNAUDITED toCONDENSED ~~determine~~CONSOLIDATED ~~whether~~FINANCIAL there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.STATEMENTS

~~Bifurcated embedded derivatives are initially~~SEPTEMBER recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities30, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.2024

~~It was determined that the conversion option~~Convertible ~~was de minimis, as such the Company has recorded the Working Capital Loans at par value.~~ Instruments

~~Offering~~The Company ~~Costs~~accounted ~~Associated~~for ~~with~~the Working Capital Loans, as described in Note 4, analyzing the ~~Initial~~conversion options embedded in convertible notes ~~Public~~in ~~Offering~~accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

~~Offering costs consisted of legal, accounting,~~The ~~underwriting~~Company ~~fees~~reviews ~~and other costs incurred through~~ the ~~Initial~~terms ~~Public~~of ~~Offering~~convertible ~~that~~debt ~~were~~issued ~~directly related~~ to ~~the~~determine ~~Initial~~whether ~~Public~~there ~~Offering. Offering costs~~ are ~~allocated~~embedded toderivative ~~the separable financial~~ instruments ~~issued in the Initial Public Offering based on a relative fair value basis~~, ~~compared~~including ~~to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented~~embedded asconversion ~~non-operating~~options, ~~expenses~~which ~~in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares~~ are ~~charged~~required ~~against~~to ~~their~~be ~~carrying~~bifurcated ~~value~~and ~~upon~~accounted ~~the~~for ~~completion~~separately ofas ~~the~~derivative ~~Initial~~financial ~~Public Offering~~instruments. OfIn ~~the total offering~~circumstances ~~costs~~where of the ~~Initial~~host ~~Public~~instrument ~~Offering,~~contains ~~approximately~~more ~~$590,000~~than isone ~~included~~embedded ~~in offering cost -~~ derivative ~~warrant~~instrument, ~~liabilities~~including in the ~~unaudited condensed~~conversion ~~consolidated~~option, ~~statements~~that ~~of operations and approximately $15.8 million~~ is ~~allocated~~required ~~as a reduction~~ to ~~the initial carrying value~~ ofbe bifurcated, the ~~redeemable~~bifurcated ~~Class~~derivative Ainstruments ~~ordinary~~are ~~shares.~~accounted ~~The~~for ~~Company will keep deferred underwriting commissions classified~~ as ~~non-current~~a ~~liabilities as~~single, ~~their~~compound ~~liquidation~~derivative ~~is not reasonably expected to require the use of current assets or require the creation of current liabilities~~instrument.

OnBifurcated embedded ~~September~~derivatives ~~21,~~are ~~2023,~~initially ~~Goldman~~recorded ~~Sachs~~at &fair Covalue and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments ~~LLC~~that ~~waived~~are ~~its~~to ~~entitlement~~be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the ~~payment~~fair value of ~~$10~~all the bifurcated derivative instruments. The remaining proceeds,~~062~~ if any,~~500~~ ~~deferred~~are ~~underwriting~~then ~~fee~~allocated to the host instruments themselves, usually resulting in ~~connection~~those ~~with~~instruments ~~its~~being ~~role~~recorded asat ~~underwriter~~a indiscount from their face value. The discount from the face value of the convertible ~~Company’s~~debt, ~~Initial~~together ~~Public~~with ~~Offering~~the stated interest on the instrument, inis ~~respect~~amortized toover ~~any~~the ~~Business~~life ~~Combination~~of the instrument through periodic charges to interest expense.

13It was determined that the conversion option was de minimis, as such the Company has recorded the Working Capital Loans at par value.

~~BLUERIVER~~Offering Costs ~~ACQUISITION~~Associated ~~CORP.~~with the Initial Public Offering

~~NOTES~~Offering costs TOconsisted ~~UNAUDITED~~of ~~CONDENSED~~legal, ~~CONSOLIDATED~~accounting, ~~FINANCIAL~~underwriting fees and other costs incurred through the Initial Public Offering that were directly ~~STATEMENTS~~related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $590,000 is included in offering cost - derivative warrant liabilities in the unaudited condensed consolidated statements of operations and approximately $15.8 million is allocated as a reduction to the initial carrying value of the redeemable Class A ordinary shares. The Company will keep deferred underwriting commissions classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~JUNE~~On September 3021, ~~2024~~2023, Goldman Sachs & Co. LLC waived its entitlement to the payment of $10,062,500 deferred underwriting fee in connection with its role as underwriter in the Company’s Initial Public Offering, in respect to any Business Combination.

~~Class A Ordinary Shares Subject to Possible Redemption~~13

~~The Company accounts for its Class A ordinary~~BLUERIVER ~~shares~~ACQUISITION ~~subject to possible redemption in accordance with the guidance in ASC Topic 480~~CORP. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. As part of the Private Placement, the Company issued 800,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, and as such are considered non-redeemable and presented as permanent equity in the Company’s unaudited condensed consolidated balance sheets. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 1,567,710 and 1,872,928 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets.

~~The Company recognizes changes in redemption~~NOTES ~~value~~TO ~~immediately~~UNAUDITED asCONDENSED ~~they~~CONSOLIDATED ~~occur~~FINANCIAL and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.STATEMENTS

~~Income~~SEPTEMBER 30, ~~Taxes~~2024

~~FASB ASC Topic 740, “Income Taxes,”~~Class ~~prescribes~~A aOrdinary ~~recognition~~Shares ~~threshold~~Subject ~~and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected~~ to bePossible taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Redemption

~~There~~The Company isaccounts ~~currently~~for noits ~~taxation~~Class ~~imposed~~A onordinary ~~income~~shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class byA ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the ~~Government~~control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the ~~Cayman~~Company’s ~~Islands.~~control) Inare ~~accordance~~classified as ~~with~~temporary ~~Cayman~~equity. ~~income~~At ~~tax~~all ~~regulations~~other times, ~~income~~Class ~~taxes~~A ordinary shares are ~~not~~classified ~~levied~~as onshareholders’ equity. As part of the Private Placement, the Company issued 800,000 shares of Class A ordinary shares to the Sponsor (“Private Placement Shares”). These ~~Consequently~~Private Placement Shares will not be transferable, ~~income~~assignable ~~taxes~~or salable until 30 days after the completion of the initial business combination, and as such are ~~not~~considered ~~reflected~~non-redeemable and presented as permanent equity in the Company’s unaudited condensed consolidated ~~financial statements~~balance sheets. The Company’s ~~management~~ ~~does~~Class ~~not~~A ~~expect~~ordinary shares feature certain redemption rights that are considered to be outside of the ~~total~~Company’s control ~~amount~~and subject to the occurrence of ~~unrecognized~~uncertain ~~tax~~future ~~benefits~~events. ~~will~~Accordingly, ~~materially~~as ~~change~~of ~~over~~September 30, 2024 and December 31, 2023, 91,763 and 1,872,928 Class A ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ ~~next~~deficit ~~twelve~~section ~~months~~of the Company’s unaudited condensed consolidated balance sheets.

~~Net~~The Company ~~Income~~recognizes ~~(Loss)~~changes ~~per~~in ~~Ordinary~~redemption ~~Share~~value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income ~~and losses are shared pro rata between the two classes of ordinary~~ shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.Taxes

14FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~BLUERIVER~~There is ~~ACQUISITION~~currently ~~CORP~~no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~NOTES~~Net Loss TOper ~~UNAUDITED~~Ordinary ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Share

~~JUNE~~The Company 30complies with accounting and disclosure requirements of FASB ASC Topic 260, ~~2024~~“Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. This presentation assumes a business combination as the most likely outcome. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,850,000 Class A ordinary shares in the calculation of diluted loss per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share ordinary for the three and six months ended June 30, 2024 and 2023. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.14

~~The Company has considered the effect of Class~~BLUERIVER BACQUISITION ~~ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters~~CORP. ~~Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.~~

~~The following tables present a reconciliation~~NOTES ofTO ~~the~~UNAUDITED ~~numerator~~CONDENSED ~~and~~CONSOLIDATED ~~denominator~~FINANCIAL ~~used to compute basic and diluted net loss per ordinary share for each class of ordinary shares:~~STATEMENTS

	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024				2023						2024						2023
	Class A		Class B		Class A			Class B			Class A			Class B			Class A			Class B
Basic net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss) – Basic and diluted	$	273,823	$	831,228	$	(62,993	)	$	(161,024	)	$	(361,159	)	$	(1,071,307	)	$	(616,481	)	$	(622,363	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		2,367,710		7,187,500		2,811,745			7,187,500			2,423,052			7,187,500			7,119,575			7,187,500
Basic and diluted net income (loss) per ordinary share	$	0.12	$	0.12	$	(0.02	)	$	(0.02	)	$	(0.15	)	$	(0.15	)	$	(0.09	)	$	(0.09	)

SEPTEMBER 30, 2024

~~Recent~~The calculation ~~Accounting~~of ~~Pronouncements~~diluted net loss per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 9,850,000 Class A ordinary shares in the calculation of diluted loss per ordinary share, because their exercise is contingent upon future events. As a result, diluted net loss per ordinary share is the same as basic net loss per share ordinary for the three and nine months ended September 30, 2024 and 2023. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.

InThe Company ~~June~~has ~~2016,~~considered the ~~FASB~~effect ~~issued~~of ~~Accounting~~Class ~~Standards Update~~B ~~(“ASU”)~~ordinary ~~2016-13~~shares –that ~~Financial~~were ~~Instruments~~excluded –from ~~Credit~~weighted ~~Losses~~average ~~(Topic~~number ~~326):~~as ~~Measurement~~they ofwere ~~Credit Losses~~ contingent on ~~Financial Instruments~~the ~~(“ASU~~exercise ~~2016~~of over-~~13”).~~allotment ~~This~~option ~~update~~by ~~requires financial assets measured at amortized cost basis to be presented at~~ the ~~net~~ ~~amount expected to be collected~~underwriters. ~~The~~Since ~~measurement~~the ofcontingency ~~expected~~was ~~credit losses is based on relevant information about past events~~satisfied, ~~including historical experience, current conditions, and reasonable and supportable forecasts that affect~~ the ~~collectability~~Company ofincluded ~~the~~these ~~reported amount.~~shares ~~Since~~in ~~June 2016,~~ the ~~FASB~~weighted ~~issued~~average ~~clarifying~~number ~~updates~~as toof the ~~new~~beginning ~~standard~~of ~~including changing~~ the ~~effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and~~ interim ~~periods~~period ~~within~~to ~~those~~determine ~~fiscal~~the ~~years,~~dilutive ~~with~~impact ~~early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption~~ of ~~ASU~~these ~~2016-13 did not have a material impact on the Company’s unaudited condensed consolidated financial statements~~shares.

~~In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.~~ The ~~ASU amends ASC~~ ~~820~~following totables ~~clarify~~present ~~that~~ a ~~contractual~~reconciliation ~~sales~~of ~~restriction~~the isnumerator ~~not considered in measuring an equity security at fair value~~ and todenominator ~~introduce new~~used ~~disclosure requirements for equity securities subject~~ to ~~contractual~~compute ~~sale~~basic ~~restrictions that are measured at fair value. The ASU applies to both holders~~ and ~~issuers~~diluted ofnet ~~equity~~loss ~~and~~per ~~equity-linked~~ordinary ~~securities measured at fair value. The amendments in this ASU are effective for~~share ~~the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted~~ for ~~both~~each ~~interim~~class ~~and annual unaudited condensed consolidated financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact~~ of ~~this~~ordinary ~~pronouncement on the unaudited condensed consolidated financial statements.~~shares:

	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
	2024						2023						2024						2023
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Basic net loss per ordinary share:
Numerator:
Allocation of net loss – Basic and diluted	$	(22,123	)	$	(87,743	)	$	(884,261	)	$	(2,334,291	)	$	(364,128	)	$	(1,178,204	)	$	(1,958,350	)	$	(2,499,046	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		1,812,246			7,187,500			2,722,722			7,187,500			2,221,323			7,187,500			5,632,404			7,187,500
Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)	$	(0.32	)	$	(0.32	)	$	(0.16	)	$	(0.16	)	$	(0.35	)	$	(0.35	)

~~BLUERIVER~~Recent Accounting ~~ACQUISITION CORP.~~Pronouncements

~~NOTES~~ASU 2024-01, TO“Compensation-Stock ~~UNAUDITED~~Compensation ~~CONDENSED~~(Topic ~~CONSOLIDATED~~718): ~~FINANCIAL~~Scope Application of Profits Interest and Similar Awards” (“ASU ~~STATEMENTS~~2024-01”) introduces updates to accounting standards related to the classification and measurement of financial instruments under ASC 320. The update primarily focuses on clarifying guidance for equity securities, debt instruments, and other financial assets, particularly in the areas of fair value measurement and impairment recognition. It aims to improve consistency and comparability in the reporting of financial instruments by refining the criteria for classifying securities and enhancing the methodology for recognizing and measuring impairments. ASU 2024- 01 also mandates additional disclosures to provide greater transparency around the valuation techniques and assumptions used in determining the fair value of financial instruments. The update is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and disclosures.

~~JUNE~~The Company’s 30management does not believe that any other recently issued, ~~2024~~but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its unaudited condensed consolidated financial statements.15

~~In December 2023, the FASB issued ASU 2023-09,~~BLUERIVER ~~Income~~ACQUISITION Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirementsCORP. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its unaudited condensed consolidated financial statements and disclosures.

~~The Company’s management does not believe~~NOTES ~~that~~TO ~~any~~UNAUDITED ~~other~~CONDENSED ~~recently~~CONSOLIDATED ~~issued,~~FINANCIAL ~~but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.~~STATEMENTS

~~Note~~SEPTEMBER 30, ~~3 — Initial Public Offering~~2024

~~On February 2, 2021, the Company consummated~~Note ~~its~~3 — Initial Public Offering of 28,750,000 Units, including 3,750,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $16.4 million, inclusive of approximately $10.1 million in deferred underwriting commissions.

~~Each~~On February ~~Unit~~2, ~~consists~~2021, ofthe ~~one~~Company ~~Class~~consummated Aits ~~ordinary~~Initial ~~share, and~~Public ~~one-third~~Offering of ~~one~~28,750,000 ~~redeemable~~Units, ~~warrant~~including ~~(each~~3,750,000 aOver-Allotment ~~“Public~~Units, at ~~Warrant”)~~$10.00 ~~Each~~per ~~Public~~Unit, ~~Warrant~~generating ~~entitles~~gross ~~the~~proceeds ~~holder~~of to$287.5 ~~purchase~~million, ~~one Class~~and Aincurring ~~ordinary~~offering ~~share~~costs ~~at a price~~ of approximately $1116.504 ~~per share~~million, ~~subject~~inclusive of toapproximately ~~adjustment~~$10.1 ~~(see~~million ~~Note~~in 8)deferred underwriting commissions.

~~Note~~Each Unit 4consists —of ~~Related~~one ~~Party~~Class ~~Transactions~~A ordinary share, and one-third of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8).

~~Founder~~Note 4 ~~Shares~~— Related Party Transactions

~~On October 30, 2020, the Sponsor paid $25,000 to cover certain expenses of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 (the “~~Founder Shares”). The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option on February 2, 2021; thus, these 937,500 Founder Shares were no longer subject to forfeiture.

~~The~~On October ~~initial~~30, ~~shareholders agreed~~2020, ~~subject~~the toSponsor ~~limited exceptions~~paid $25,000 ~~not~~ to ~~transfer,~~cover ~~assign~~certain orexpenses ~~sell any~~ of ~~their Founder Shares until~~ the ~~earlier~~Company toin ~~occur~~consideration of: ~~(A)~~7,187,500 ~~one~~Class ~~year~~B ~~after~~ordinary ~~the completion~~shares, ofpar ~~the~~value ~~initial~~$0.0001 ~~Business Combination and~~ (~~B) subsequent to~~ the ~~initial~~“Founder ~~Business Combination, (x~~Shares”). ifThe ~~the~~Sponsor ~~last~~agreed ~~reported~~to ~~sale~~forfeit ~~price~~up ofto ~~Class A~~937,500 ~~ordinary~~Founder ~~shares~~Shares ~~equals~~to orthe ~~exceeds~~extent ~~$12.00~~that ~~per~~the over-allotment ~~share~~option ~~(as~~was ~~adjusted~~not ~~for~~exercised ~~share~~in ~~sub-divisions,~~full ~~share~~by ~~capitalizations,~~the ~~reorganizations~~underwriters, ~~recapitalizations and~~so that the ~~like)~~Founder ~~for~~Shares ~~any~~would represent 20.0% ~~trading~~of ~~days~~the ~~within~~Company’s issued ~~any~~and ~~30-trading~~outstanding ~~day~~ordinary ~~period~~shares ~~commencing~~(excluding atthe ~~least~~Private ~~150~~Placement ~~days~~Shares) after the ~~initial~~Initial ~~Business~~Public ~~Combination, or~~Offering. ~~(y)~~The ~~the~~underwriters ~~date~~fully exercised ~~on which~~ the ~~Company~~over-allotment ~~completes~~option aon ~~liquidation,~~February ~~merger~~2, ~~share~~2021; ~~exchange~~thus, ~~reorganization~~these or937,500 ~~other~~Founder ~~similar~~Shares ~~transaction~~were ~~that results~~no inlonger ~~all~~subject ~~of the Public Shareholders having the right~~ to ~~exchange their ordinary shares for cash, securities or other property~~forfeiture.

~~Private~~The initial ~~Placement~~shareholders ~~Units~~agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the~~ Private Placement ~~of 800,000 Private Placement~~ Units~~, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million.~~

16Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 800,000 Private Placement Units, at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million.

~~BLUERIVER~~The Private ~~ACQUISITION~~Placement ~~CORP~~Units (including the Private Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each whole Private Placement Warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable (except as described in Note 6 below under “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~NOTES~~The Sponsor TOand ~~UNAUDITED~~the ~~CONDENSED~~Company’s ~~CONSOLIDATED~~officers ~~FINANCIAL~~and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of ~~STATEMENTS~~their Private Placement Units until 30 days after the completion of the initial Business Combination.

~~JUNE 30, 2024~~16

~~The Private Placement Units (including the Private~~BLUERIVER ~~Placement~~ACQUISITION Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of the initial Business CombinationCORP. Each whole Private Placement Warrant underlying the Private Placement Units (the “Private Placement Warrants”) is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Units and the underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable (except as described in Note 6 below under “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

~~The Sponsor and the Company’s officers~~NOTES ~~and~~TO ~~directors~~UNAUDITED ~~agreed,~~CONDENSED ~~subject~~CONSOLIDATED toFINANCIAL ~~limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.~~ STATEMENTS

~~Due~~SEPTEMBER 30, ~~to Related Party~~2024

~~As of June 30, 2024 and December 31, 2023, the~~Due ~~Sponsor~~from ~~has~~Related ~~paid $20,930 of expenses on behalf on Company, which are included in due to related party in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2024.~~Party

~~Working~~As ~~Capital~~of ~~Loans~~September –30, ~~Related~~2024, ~~Party~~the amount due from related party was $5,235. During the period ended September 30, 2024, the Company paid operating expenses on behalf of the Sponsor with a total value of $26,165 which has been netted against an amount owed to the Sponsor with a total value of $20,930.

~~On October 23, 2020, the Sponsor agreed to loan~~Due ~~the Company an aggregate of up~~ to ~~$300,000~~Related to cover for expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. The Company had borrowed approximately $79,000 under the Note and on February 5, 2021, the Company fully repaid the Note. Subsequent to the repayment, the facility was no longer available to the Company.Party

InAs ~~addition,~~of inSeptember ~~order~~30, ~~to fund working capital deficiencies or finance transaction costs in connection with a Business Combination~~2024, the ~~Sponsor~~amount ordue anto ~~affiliate~~related ofparty ~~the~~was ~~Sponsor~~$88,700, which orconsists ~~certain~~ of ~~the Company’s officers and directors may~~$72,700 ~~but~~advances ~~are~~by ~~not~~the ~~obligated~~Sponsor to, ~~loan~~ the Company ~~funds~~and ~~as may be required (“Working Capital Loans”). If the Company completes a Business Combination~~$36,930 ~~the Company may repay the Working Capital Loans out~~ of ~~the~~expenses ~~proceeds of~~paid ~~the~~by ~~Trust Account released to~~ the ~~Company.~~Sponsor ~~Otherwise,~~on ~~the~~behalf ~~Working Capital Loans may be repaid only out~~ of ~~funds held outside~~ the ~~Trust~~Company ~~Account.~~partially Inoffset ~~the~~against ~~event~~payments ~~that~~made aby ~~Business Combination does not close,~~ the Company ~~may~~on ~~use~~behalf ~~a portion~~ of the ~~proceeds~~Sponsor ~~held~~amounting ~~outside the Trust Account~~ to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $120,930.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units.

OnAs of ~~November~~December 931, ~~2022~~2023, the ~~Company~~amount ~~entered~~due ~~into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability~~ to ~~borrow~~related upparty towas $~~1.5 million. On November 17~~20, ~~2022~~930, ~~the~~which ~~Company~~consists ~~drew~~of ~~down~~expenses ~~$100,000~~paid ~~under~~by the Sponsor ~~Note~~on ~~agreement.~~behalf Atof ~~various dates during~~ the ~~year ended December 31, 2023 the~~ Company ~~drew down an additional $722,500 under the Sponsor Note agreement~~. At various dates during the period ended June 30, 2024 the Company drew down an additional $525,200 under the Sponsor Note agreement. As of June 30, 2024 and December 31, 2023, the Company had borrowings of $1,347,700 and $822,500, respectively, under the Working Capital Loans.

~~Administrative~~Working Capital ~~Support~~Loans ~~Agreement~~– Related Party

~~The Company entered into an agreement pursuant~~On toOctober ~~which~~23, ~~commencing~~2020, on the ~~effective~~Sponsor ~~date~~agreed ofto loan the Company’s ~~prospectus~~an ~~through~~aggregate ~~the earlier~~ of ~~consummation~~up ofto ~~the initial Business Combination or the Company’s liquidation~~$300,000 ~~the Company agreed~~ to ~~pay~~cover ~~an affiliate of the Sponsor~~ for ~~administrative~~expenses ~~and other~~ related ~~services~~ ~~provided~~ to the ~~Company~~Initial Public inOffering ~~the~~pursuant ~~amount~~to ofa ~~$50,000~~promissory ~~per~~note ~~month; provided, however that such amount may be higher or lower depending on actual costs incurred during~~ (the ~~month~~“Note”). ~~Administrative~~This ~~expenses~~loan ~~were~~was ~~included~~non-interest ~~within~~bearing ~~general~~ and ~~administrative~~due ~~expenses~~upon -the ~~related~~completion ~~party~~of in the ~~unaudited~~Initial ~~condensed~~Public ~~consolidated statements of operations~~Offering. ~~For~~The ~~the~~Company ~~three~~had ~~and~~borrowed ~~six~~approximately ~~months ended June 30, 2024, the Company incurred~~ $~~150~~79,000 ~~and~~under ~~$300,000, respectively, in administrative expenses. For~~ the ~~three~~Note and ~~six~~on ~~months~~February ~~ended June 30~~5, ~~2023~~2021, the Company fully ~~incurred~~repaid ~~$150,000~~the ~~and $300,000, respectively, in administrative expenses~~Note. AsSubsequent ofto ~~June~~the 30repayment, ~~2024 and December 31, 2023,~~ the ~~Company~~facility ~~had a~~was ~~$1,148,200~~no ~~and~~longer ~~$969,000~~available ~~outstanding~~to ~~balance, respectively, which has been included in accrued expenses on~~ the ~~unaudited condensed consolidated balance sheets~~Company.

17In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units.

~~BLUERIVER~~On ~~ACQUISITION~~November ~~CORP~~9, 2022, the Company entered into a promissory note agreement (“Sponsor Note”) with the Sponsor, providing the Company the ability to borrow up to $1.5 million. On November 17, 2022, the Company drew down $100,000 under the Sponsor Note agreement. At various dates during the year ended December 31, 2023 the Company drew down an additional $722,500 under the Sponsor Note agreement. During the nine months ended September 30, 2024, the Company drew down an additional $677,500 under the Sponsor Note agreement. As of September 30, 2024 and December 31, 2023, the Company had borrowings of $1,500,000 and $822,500, respectively, under the Working Capital Loans.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL~~Administrative ~~STATEMENTS~~Support Agreement

~~JUNE~~The Company entered into an agreement pursuant to which, commencing on the effective date of the Company’s prospectus through the earlier of consummation of the initial Business Combination or the Company’s liquidation, the Company agreed to pay an affiliate of the Sponsor for administrative and other related services provided to the Company in the amount of $50,000 per month; provided, however that such amount may be higher or lower depending on actual costs incurred during the month. Administrative expenses were included within general and administrative expenses - related party in the unaudited condensed consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company incurred $150,000 and $450,000, respectively, in administrative expenses. For the three and nine months ended September 30, 2023, the Company incurred $150,000 and $450,000, respectively, in administrative expenses. As of September 30, 2024 and December 31, 2023, the Company had a $1,243,200 and $969,000 outstanding balance, respectively, which has been included in accrued expenses on the unaudited condensed consolidated balance sheets.

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than these payments and reimbursements, no compensation of any kind, including finders’ and consulting fees, will be paid by the Company to the Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of the initial Business Combination. For the three and six months ended June 30, 2024, there was $2,052 and $2,775 incurred for such expenses, respectively, included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. For the three and six months ended June 30, 2023, there was $1,141 incurred for such expenses included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. There was no outstanding balance in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023.17

~~Non-redemption~~BLUERIVER ACQUISITION ~~Agreement~~CORP.

~~On January 25, 2023, the Sponsor entered into~~NOTES ~~Non-Redemption~~TO ~~Agreements~~UNAUDITED ~~with~~CONDENSED ~~various~~CONSOLIDATED ~~shareholders~~FINANCIAL of the Company pursuant to which these shareholders have committed not to redeem their BLUA shares in connection with the Special Meeting held on January 31, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,932,000 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing of the Business Combination. Each Shareholder committed to maintain at least 9.9% of the identified stock and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value of the 483,000 founders shares attributable to the Non-Redeeming Shareholders to be $2,333,639 or $4.83 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. STATEMENTS

~~The fair value of the founders shares was based~~SEPTEMBER on30, ~~the following significant inputs:~~2024

	January 25,
	2023
Share price at grant date	$	10.03
Risk-free interest rate		4.67	%
Remaining life of SPAC (assuming the Extended Date)		0.52
Value in no De-SPAC scenario	$	10.39
Probability of transaction		50	%
Discount rate		5	%

In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than these payments and reimbursements, no compensation of any kind, including finders’ and consulting fees, will be paid by the Company to the Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of the initial Business Combination. For the three and nine months ended September 30, 2024, there was $2,592 and $5,367 incurred for such expenses, respectively, included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. For the three and nine months ended September 30, 2023, there was $2,465 incurred for such expenses included in general and administrative expenses in the accompanying condensed consolidated statements of operations. There was no outstanding balance in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

~~On July 25, 2023, the Sponsor entered into~~ Non-~~Redemption~~redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their BLUA shares in connection with the Special Meeting held on August 2, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,784,570 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing of the Business Combination. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 40,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Company estimated the aggregate fair value of the 356,914 founders shares attributable to the Non-Redeeming Shareholders to be $1,782,000 or $4.99 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a compensation expense to the holders by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.Agreement

On January 25, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their BLUA shares in connection with the Special Meeting held on January 31, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,932,000 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing of the Business Combination. Each Shareholder committed to maintain at least 9.9% of the identified stock and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value of the 483,000 founders shares attributable to the Non-Redeeming Shareholders to be $2,333,639 or $4.83 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was ~~based~~determined to be an offering cost in accordance with Staff Accounting Bulletin Topic on5A. Accordingly, in substance, it was recognized by the ~~following~~Company ~~significant~~as ~~inputs:~~a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

	July 25,
	2023
Share price at grant date	$	10.71
Risk-free interest rate		5.43	%
Remaining life of SPAC (assuming the Extended Date)		0.53
Value in no De-SPAC scenario	$	10.60
Probability of transaction		50	%
Discount rate		5	%

The fair value of the founders shares was based on the following significant inputs:

	January 25,
	2023
Share price at grant date	$	10.03
Risk-free interest rate		4.67	%
Remaining life of SPAC (assuming the Extended Date)		0.52
Value in no De-SPAC scenario	$	10.39
Probability of transaction		50	%
Discount rate		5	%

~~BLUERIVER~~On July ~~ACQUISITION~~25, ~~CORP~~2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their BLUA shares in connection with the Special Meeting held on August 2, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,784,570 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing of the Business Combination. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 40,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Company estimated the aggregate fair value of the 356,914 founders shares attributable to the Non-Redeeming Shareholders to be $1,782,000 or $4.99 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a compensation expense to the holders by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

~~NOTES~~The fair TOvalue ~~UNAUDITED~~of ~~CONDENSED~~the ~~CONSOLIDATED~~founders ~~FINANCIAL STATEMENTS~~shares was based on the following significant inputs:

JUNE 30, 2024

	July 25,
	2023
Share price at grant date	$	10.71
Risk-free interest rate		5.43	%
Remaining life of SPAC (assuming the Extended Date)		0.53
Value in no De-SPAC scenario	$	10.60
Probability of transaction		50	%
Discount rate		5	%

~~Note 5 — Commitments and Contingencies~~18

~~Registration~~BLUERIVER ACQUISITION ~~Rights~~CORP.

~~The holders of Founder Shares, Private Placement~~NOTES ~~Units,~~TO ~~Private~~UNAUDITED ~~Placement~~CONDENSED ~~Shares,~~CONSOLIDATED ~~Private~~FINANCIAL Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Founder Shares and upon conversion of the Working Capital Loans), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.STATEMENTS

~~Underwriting~~SEPTEMBER 30, ~~Agreement~~2024

~~The Company granted the underwriters a 45-day~~Note ~~option~~5 ~~from~~— ~~the~~Commitments final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and ~~commissions. The underwriters fully exercised the over-allotment option on February 2, 2021.~~Contingencies

~~The underwriters were entitled to an underwriting~~Registration discount of $0.20 per Unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Rights

OnThe holders ~~September~~of 21Founder Shares, ~~2023~~Private Placement Units, ~~Goldman~~Private ~~Sachs~~Placement &Shares, ~~Co.~~Private Placement Warrants, Class A ordinary shares underlying ~~LLC~~the ~~waived~~Private ~~its~~Placement ~~entitlement~~Warrants toand warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the ~~payment~~exercise of ~~$10,062,500~~the ~~deferred~~Private ~~underwriting~~Placement ~~fee~~Warrants inand ~~connection~~warrants ~~with~~that ~~its~~may ~~role~~be asissued ~~underwriter~~upon inconversion of Founder Shares and upon conversion of the ~~Company’s~~Working Capital Loans), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering,. inThe ~~respect~~holders of these securities were entitled to ~~any~~make ~~Business~~up ~~Combination.~~to Asthree ademands, ~~result~~excluding short form demands, that the ~~liability~~Company ~~related~~registers tosuch securities. In addition, the ~~deferred~~holders ~~underwriting~~have ~~commissions~~certain “piggy-back” registration ~~was~~rights ~~extinguished.~~with ~~Gain~~respect onto registration statements filed subsequent to the ~~liability~~Company’s ~~being~~completion ~~extinguished~~of ~~was~~its ~~calculated~~Business asCombination. However, the ~~net~~registration ~~carrying~~and ~~amount~~shareholder ofrights agreement provides that the ~~extinguished~~Company ~~liability~~will ~~which~~not permit any registration statement filed under the ~~amounted~~Securities Act to ~~$362,250~~become ~~and~~effective ~~the~~until ~~remainder~~termination of the ~~liability~~applicable lock-up period, which occurs (i) in the case of $9the Founder Shares,~~700,250~~ in ~~was~~accordance ~~accounted~~with ~~for~~the asletter anagreement ~~accretion~~the toCompany’s initial shareholders entered into and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Consulting~~ Underwriting Agreement

OnThe Company ~~March~~granted ~~13, 2023,~~ the ~~Company~~underwriters ~~entered~~a ~~into~~45-day ~~an agreement~~option ~~for~~from ~~advisory~~the ~~services~~final inprospectus ~~which~~relating ~~the~~to ~~advisor assisted~~ the ~~Company~~Initial asPublic ~~its~~Offering ~~financial advisor~~ to ~~meet~~purchase ~~current~~up ~~exchange listing requirements~~to ~~for NYSE American. In consideration of the Services~~3,750,000 ~~the~~additional ~~Company~~Units ~~shall~~to ~~pay~~cover ~~IB CAP a fee of $100~~over-allotments,~~000~~ ~~and~~if ~~350~~any,~~000~~ ~~founder~~at ~~shares of~~ the ~~Company.~~ ~~The~~Initial ~~$100,000~~Public ~~will~~Offering beprice ~~payable~~less ~~upon signing of~~ the ~~Engagement~~underwriting ~~Letter~~discounts and ~~the shares will be delivered once evidence is provided~~ ~~that the Services have been completed~~commissions. The ~~Company~~underwriters ~~agrees~~fully ~~that~~exercised the ~~founder~~over-allotment ~~shares~~option toon beFebruary ~~allocated~~2, ~~to IB CAP are not subject to forfeiture and will not be subject to forfeiture in the future~~2021.

The underwriters ~~allocation~~were ofentitled ~~the Founder Shares~~ to ~~the~~an ~~advisor is~~underwriting indiscount ~~the scope~~ of ~~FASB~~$0.20 ~~ASC~~per ~~Topic 718~~Unit, ~~“Compensation-Stock~~or ~~Compensation”~~approximately ~~(“ASC 718”)~~$5.8 ~~Under~~million ~~ASC~~in ~~718~~the aggregate, ~~stock-based compensation~~paid ~~associated with equity-classified awards is measured at fair value~~ upon the ~~grant date. The Company estimated the aggregate~~ ~~fair~~closing ~~value~~ of the ~~350,000~~Initial ~~founders~~Public ~~shares~~Offering. ~~attributable~~In toaddition, ~~the~~$0.35 ~~advisor~~per ~~to be $1~~unit,~~701,444~~ or approximately $410.861 ~~per~~million ~~share.~~in ~~The~~the ~~Founder~~aggregate ~~Shares~~will ~~were~~be ~~granted~~payable ~~subject~~ to athe ~~performance~~underwriters ~~condition~~for ~~(i.e.,~~deferred ~~the~~underwriting ~~listing~~commissions. onThe ~~NYSE~~deferred ~~American).~~fee ~~Compensation~~will ~~expense~~become ~~related~~payable to the ~~Founder~~underwriters ~~Shares~~from isthe ~~recognized~~amounts ~~only~~held ~~when~~in the ~~performance~~Trust ~~condition~~Account issolely ~~met~~in ~~under~~ the ~~applicable~~event ~~accounting~~that ~~literature in this circumstance. As of March 31, 2023,~~ the ~~performance~~ ~~condition~~Company ~~had~~completes ~~been~~a ~~met~~Business ~~and therefore~~Combination, ~~$1,701,444~~subject ofto ~~stock-based compensation expenses has been recognized in~~ the ~~accompanying unaudited~~terms ~~condensed consolidated statement~~ of ~~operations~~the ~~as of June 30, 2023~~underwriting agreement.

~~The~~On September ~~fair~~21, ~~value~~2023, Goldman Sachs & Co. LLC waived its entitlement to the payment of $10,062,500 deferred underwriting fee in connection with its role as underwriter in the ~~founders~~Company’s ~~shares~~Initial ~~was~~Public ~~based~~Offering, in respect to any Business Combination. As a result the liability related to the deferred underwriting commissions was extinguished. Gain on the ~~following~~liability ~~significant~~being ~~inputs:~~extinguished was calculated as the net carrying amount of the extinguished liability which amounted to $362,250 and the remainder of the liability of $9,700,250 was accounted for as an accretion to Class A ordinary shares.

	March 13, 2023
Share price at grant date	$	10.15
Risk-free interest rate		4.62	%
Remaining life of SPAC (assuming the Extended Date)		0.37
Share price in no De-SPAC scenario	$	10.39
Probability of transaction		50	%
Discount rate		5	%

Consulting Agreement

~~Advisory~~On March ~~Agreement~~13, 2023, the Company entered into an agreement for advisory services in which the advisor assisted the Company as its financial advisor to meet current exchange listing requirements for NYSE American. In consideration of the Services, the Company shall pay IB CAP a fee of $100,000 and 350,000 founder shares of the Company. The $100,000 will be payable upon signing of the Engagement Letter and the shares will be delivered once evidence is provided that the Services have been completed. The Company agrees that the founder shares to be allocated to IB CAP are not subject to forfeiture and will not be subject to forfeiture in the future.

OnThe allocation ~~March~~of 22the Founder Shares to the advisor is in the scope of FASB ASC Topic 718, ~~2023~~“Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, ~~the~~stock-based ~~Company~~compensation ~~entered~~associated ~~into~~with anequity-classified awards is measured at fair value upon ~~agreement~~the ~~for~~grant ~~advisory~~date. ~~services~~The inCompany ~~which~~estimated the ~~advisor~~aggregate ~~will~~fair ~~act~~value asof the ~~Company’s~~350,000 ~~capital~~founders ~~markets~~shares ~~advisor~~attributable into ~~connection~~the ~~with~~advisor ~~capital~~to be $1,701,444 or ~~debt~~$4.86 ~~raising~~per ~~transaction~~share. ~~that~~The ~~will~~Founder beShares ~~consummated~~were ~~prior~~granted subject to a performance condition (i.e., the ~~Company’s~~listing ~~initial~~on ~~business~~NYSE ~~combination~~American). ~~transaction~~Compensation expense ~~with~~related to the ~~Target~~Founder Shares is recognized only when the performance condition is met under the applicable accounting literature ~~(“Offering”~~in orthis ~~“Transaction”)~~circumstance. As of March 31, 2023, the performance condition had been met and therefore, $1,701,444 of stock-based compensation expenses has been recognized in the accompanying unaudited condensed consolidated statement of operations as of September 30, 2023.

19The fair value of the founders shares was based on the following significant inputs:

BLUERIVER ACQUISITION CORP.

	March 13, 2023
Share price at grant date	$	10.15
Risk-free interest rate		4.62	%
Remaining life of SPAC (assuming the Extended Date)		0.37
Share price in no De-SPAC scenario	$	10.39
Probability of transaction		50	%
Discount rate		5	%

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL~~Advisory ~~STATEMENTS~~Agreement

~~JUNE~~On March 3022, ~~2024~~2023, the Company entered into an agreement for advisory services in which the advisor will act as the Company’s capital markets advisor in connection with capital or debt raising transaction that will be consummated prior to the Company’s initial business combination transaction with the Target (“Offering” or “Transaction”).

The Company shall pay the advisor in connection with the engagement, if (and only if) the Company consummates a Transaction with Target, the Company shall pay the advisor (i) an advisory fee equal to $2,000,000 in U.S. dollars simultaneously with the closing of the Transaction (the “Advisory Fee”); provided, however, up to $500,000 of the Advisory Fee may be paid by (or on behalf) of the Company in the form of up to 50,000 shares of common stock or equivalent equity (the “Deferred Shares”) of the publicly listed ultimate surviving parent company of the Transaction (the “Post-Closing Company”) which Deferred Shares be valued at $10.00 per shar and shall be issued at the closing of the Transaction if Client delivers a written notice to the advisor that it elects to deliver and (ii) a transaction fee in connection with any Offering of an amount equal to (A) 2.0% of the gross proceeds raised from investors and received by the Company or Target simultaneously with or before the closing of the Offering plus (B) 2.0% of the gross proceeds released from the Trust Account with respect to any stockholder of the Company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem shares of Client’s securities (the “Offering Fee”, and together with the Advisory Fee, the “Transaction Fee”). The Transaction Fee and each of its components, other than the Deferred Shares (if elected by Client), shall be payable in U.S. dollars by Client and all components of the Transaction Fee shall be due to the advisor simultaneously with the closing of the Transaction.19

~~In addition to the Transaction Fee, the Company~~BLUERIVER ~~may,~~ACQUISITION in its sole discretion, pay to the advisor a discretionary fee in an amount equal to $500,000, payable upon the closing of the Transaction, if the Company determines in its sole discretion and judgment that the performance of the advisor in connection the Transaction warrants such additional feeCORP.

~~Agreement~~NOTES TO ~~and~~UNAUDITED ~~Plan~~CONDENSED ofCONSOLIDATED ~~Merger~~FINANCIAL STATEMENTS

~~On July 21, 2023, the Company (including the successor~~SEPTEMBER ~~after the Domestication (as defined below)~~30, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BLUA Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Spinal Stabilization Technologies, LLC, a Texas limited liability company (“SST”). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) on the Closing Date, following the Domestication, Merger Sub will merge with and into SST (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”) with SST continuing as the surviving entity of the Merger and a subsidiary of the Company (the “Surviving Company”). The Company following the Business Combination is also referred to as “Surviving Pubco.”2024

~~Following~~The Company shall pay the ~~consummation~~advisor ofin connection with the ~~Business~~engagement, ~~Combination~~if (and only if) the Company consummates a Transaction with Target, the ~~combined~~Company ~~company~~shall ~~will~~pay the advisor (i) an advisory fee equal to $2,000,000 in U.S. dollars simultaneously with the closing of the Transaction (the “Advisory Fee”); provided, however, up to $500,000 of the Advisory Fee may be ~~organized~~paid by (or on behalf) of the Company in anthe form of up to 50,000 shares of common stock or equivalent equity (the “UpDeferred Shares”) of the publicly listed ultimate surviving parent company of the Transaction (the “Post-CClosing Company”) ~~structure~~which Deferred Shares be valued at $10.00 ~~The~~per ~~combined~~shar and ~~company’s~~shall ~~business~~be ~~will~~issued ~~continue~~at the closing of the Transaction if Client delivers a written notice to ~~operate~~the advisor that it elects to deliver and ~~through~~(ii) a transaction fee in connection with any Offering of an amount equal to (A) 2.0% of the ~~Surviving~~gross ~~Company~~proceeds ~~and~~raised ~~its~~from ~~subsidiaries~~investors and received by the ~~Surviving~~Company ~~Pubco~~or Target simultaneously with or before the closing of the Offering plus (B) 2.0% of the gross proceeds released from the Trust Account with respect to any stockholder of the Company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem shares of Client’s ~~sole~~securities ~~direct~~(the ~~asset~~“Offering ~~will~~Fee”, beand together with the ~~equity~~Advisory ~~interests~~Fee, the “Transaction Fee”). The Transaction Fee and each of its components, other than the Deferred Shares (if elected by Client), shall be payable ~~Surviving~~in ~~Company~~U.S. ~~held~~dollars by itClient and all components of the Transaction Fee shall be due to the advisor simultaneously with the closing of the Transaction.

OnIn addition ~~October~~to ~~10,~~the ~~2023~~Transaction Fee, the Company ~~filed~~may, ain ~~Registration Statement~~its onsole ~~form~~discretion, ~~S-4~~pay to the advisor a discretionary fee in ~~relation~~an amount equal to $500,000, ~~the~~payable ~~agreement~~upon ~~and~~the ~~plan~~closing of ~~merger~~the ~~with~~Transaction, if the ~~Merger~~Company ~~Sub,~~determines ~~and~~in ~~SST,~~its ~~which~~sole ~~Registration~~discretion ~~Statement~~and ~~has~~judgment ~~subsequently~~that the performance ~~been~~of ~~amended~~the ~~but~~advisor ~~has~~in ~~not~~connection ~~yet~~the ~~become~~Transaction ~~effective~~warrants such additional fee.

~~On June 28, 2024, SST delivered a termination notice to BlueRiver a copy of which provides for the termination of the Merger~~ Agreement ~~(as amended by the Amendment). 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. The Sponsor Support Agreement, dated as of July 21, 2023, among the Company, Merger Sub and ~~SST~~Plan ~~and BlueRiver Ventures, LLC 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.~~

20On July 21, 2023, the Company (including the successor after the Domestication (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BLUA Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Spinal Stabilization Technologies, LLC, a Texas limited liability company (“SST”). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) on the Closing Date, following the Domestication, Merger Sub will merge with and into SST (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”) with SST continuing as the surviving entity of the Merger and a subsidiary of the Company (the “Surviving Company”). The Company following the Business Combination is also referred to as “Surviving Pubco.”

~~BLUERIVER~~Following the ~~ACQUISITION~~consummation ~~CORP~~of the Business Combination, the combined company will be organized in an “Up-C” structure. The combined company’s business will continue to operate through the Surviving Company and its subsidiaries and the Surviving Pubco’s sole direct asset will be the equity interests of the Surviving Company held by it.

~~NOTES~~On October TO10, ~~UNAUDITED~~2023, ~~CONDENSED~~the ~~CONSOLIDATED~~Company ~~FINANCIAL~~filed a Registration Statement on form S-4 in relation to the agreement and plan of merger with the Merger ~~STATEMENTS~~Sub, and SST, which Registration Statement has subsequently been amended but has not yet become effective.

~~JUNE~~On June 3028, 2024, SST delivered a termination notice to BlueRiver a copy of which provides for the termination of the Merger Agreement (as amended by the Amendment). 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. The Sponsor Support Agreement, dated as of July 21, 2023, among the Company, Merger Sub and SST and BlueRiver Ventures, LLC 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.

~~Non-Redemption Agreement~~20

~~On January 25, 2023, the Company and the Sponsor,~~BLUERIVER ~~entered~~ACQUISITION into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Special Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from February 2, 2023 to August 2, 2023 (the “Extension”)CORP. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company’s trust account following the Special Meeting.

~~On July 25, 2023, the Company and the Sponsor,~~NOTES ~~entered~~TO ~~into~~UNAUDITED aCONDENSED ~~non-redemption~~CONSOLIDATED ~~agreement~~FINANCIAL (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Second Special Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Second Extension Proposal”) from August 2, 2023 to February 2, 2024 (the “Second Extension”). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 40,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Second Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Second Extension Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company’s trust account following the Second Special Meeting.STATEMENTS

~~Second~~SEPTEMBER 30, ~~Special Meeting~~2024

~~On August 2, 2023, the Company held the Second~~Non-Redemption ~~Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from August 2, 2023 to February 2, 2024.~~Agreement

~~Third~~On January 25, 2023, the Company and the Sponsor, entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Special Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from February 2, 2023 to August 2, 2023 (the “Extension”). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company’s trust account following the Special Meeting.

On July ~~February 2~~25, ~~2024~~2023, the Company ~~held~~and the ~~Third~~Sponsor, entered into a non-redemption agreement (“Non-Redemption Agreement”) with one ~~Special~~or ~~Meeting~~more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at ~~which~~the special meeting called by the ~~shareholders~~Company ~~voted~~(the “Second Special Meeting”) to ~~extend~~approve ~~the~~an extension of time for the Company ~~has~~ to consummate an initial business combination (the “Second Extension Proposal”) from August 2, 2023 to February 2, 2024 up(the “Second Extension”). In exchange for the foregoing commitments not to ~~August~~redeem 2such shares, ~~2024~~the inSponsor ~~one~~has ~~month~~agreed ~~increments~~to ~~upon~~transfer to such third party or third parties an aggregate of 40,000 shares of the ~~payment~~Company held by the Sponsor immediately following consummation of an ~~additional~~initial ~~$0.025~~business ~~per~~combination if ~~month~~they ~~per~~continue ~~each~~to ~~Class~~hold Asuch ~~ordinary~~Non-Redeemed Shares through the Second Special Meeting. The Non-Redemption Agreements are not expected ~~share~~to increase the likelihood that ~~was~~the ~~not~~Second ~~redeemed~~Extension Proposal is approved by Company shareholders but will increase the amount of funds that remain in ~~connection~~the ~~with~~Company’s trust account following the ~~Third~~Second Special Meeting.

~~Extraordinary~~Second Special ~~General~~ Meeting

On August 2, ~~2024~~2023, the Company held anthe ~~extraordinary~~Second ~~general~~Special ~~meeting~~Meeting ofat ~~its~~which ~~shareholders. At~~ the ~~Meeting, the Company’s~~ shareholders ~~approved~~ ~~the~~voted ~~Extension~~to ~~proposal~~extend ~~that extends~~ the ~~date~~time ~~to consummate~~ the ~~Business~~Company ~~Combination~~has up to 4consummate an ~~times~~initial bybusiness ancombination ~~additional~~from 3August ~~months~~2, ~~each time~~2023 to ~~August~~February 2, ~~2025~~2024.

~~Note~~Third Special ~~6 — Derivative Warrant Liabilities~~Meeting

AsOn February of2, ~~June~~2024, 30the Company held the Third Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2024 ~~and~~up ~~December~~to ~~31,~~August ~~2023~~2, 2024 in one month increments upon the payment of an additional ~~Company~~$0.025 ~~had~~per ~~9,583,333~~month ~~Public~~per ~~Warrants~~each ~~and~~Class ~~266,667~~A ~~Private~~ordinary ~~Warrants~~share ~~outstanding~~that was not redeemed in connection with the Third Special Meeting.

~~Public Warrants may only be exercised in whole~~Extraordinary ~~and~~General only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.Meeting

21On August 2, 2024, the Company held an extraordinary general meeting of its shareholders. At the Meeting, the Company’s shareholders approved the Extension proposal that extends the date to consummate the Business Combination up to 4 times by an additional 3 months each time to August 2, 2025.

~~BLUERIVER~~Note 6 ~~ACQUISITION~~— ~~CORP.~~Derivative Warrant Liabilities

~~NOTES~~As of TOSeptember ~~UNAUDITED~~30, ~~CONDENSED~~2024 ~~CONSOLIDATED~~and ~~FINANCIAL STATEMENTS~~December 31, 2023, the Company had 9,583,333 Public Warrants and 266,667 Private Warrants outstanding.

~~JUNE~~Public Warrants may only be exercised in whole and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company agreed that as soon as practicable, ~~2024~~but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrant has an exercise price of $11.50, subject to adjustments as described herein, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the “Newly Issued Price”, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.21

~~The Private Placement Warrants have terms and~~BLUERIVER ~~provisions~~ACQUISITION ~~that are identical to those of the Public Warrants~~CORP. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

~~Redemption of warrants when the price per Class~~NOTES ATO ~~ordinary~~UNAUDITED ~~share~~CONDENSED ~~equals~~CONSOLIDATED orFINANCIAL ~~exceeds $18.00.~~STATEMENTS

~~Once the warrants become exercisable~~SEPTEMBER 30, ~~the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):~~2024

●The warrant inhas ~~whole~~an exercise price of $10.19, subject to adjustments as described herein, and ~~not~~will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in ~~part;~~connection ●with the closing of the initial Business Combination at an aissue price or effective issue price of less than $09.0120 per ~~warrant;~~Class ●A ~~upon~~ordinary ashare ~~minimum~~(with ofsuch 30issue ~~days’~~price ~~prior~~or ~~written~~effective ~~notice~~issue price to be determined in good faith by the board of ~~redemption;~~directors and, ●in ~~if,~~the ~~and~~case ~~only~~of ifany such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the ~~last~~Sponsor ~~reported~~or ~~sales~~such ~~price~~affiliates, (as applicable, prior to such issuance), or the “~~closing~~Newly Issued ~~price~~Price”, (y) of the ~~Class~~aggregate Agross ~~ordinary~~proceeds ~~shares~~from ~~equals~~such orissuances ~~exceeds~~represent ~~$18.00~~more ~~per~~than ~~share~~60% ~~(as~~of ~~adjusted~~the ~~for~~total ~~share~~equity ~~sub-divisions~~proceeds, ~~share~~and ~~capitalizations~~interest thereon, ~~reorganizations,~~available ~~recapitalizations~~for ~~and~~the funding of the ~~like~~initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), ~~for~~and ~~any~~(z) 20the volume-weighted average trading ~~days~~price ~~within~~of athe ~~30-~~ordinary shares during the 20 trading day period ~~ending~~ starting on the ~~third~~ trading day ~~prior~~after to the ~~date~~day on which the Company ~~sends~~consummates its initial Business Combination (such price, the ~~notice~~“Market Value”) is below $9.20 per share, the exercise price of ~~redemption~~the warrants will be adjusted (to the ~~warrant~~nearest ~~holders~~cent) (to be equal to 115% of the ~~“Reference~~higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private ~~Company~~Placement ~~will~~Warrants ~~not~~have ~~redeem~~terms ~~the~~and ~~warrants~~provisions asthat ~~described above~~are ~~unless~~identical anto ~~effective~~those ~~registration~~of ~~statement~~the ~~under~~Public ~~the~~Warrants. ~~Securities~~The ~~Act~~Private ~~covering~~Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the ~~warrants~~initial isBusiness ~~effective~~Combination ~~and~~(except apursuant ~~current~~to ~~prospectus~~limited ~~relating~~exceptions to ~~those~~the officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described under “Redemption of warrants when the price per Class A ordinary ~~shares~~share isequals or ~~available~~exceeds ~~throughout~~$10.00”) so long as they are held by the ~~30-day~~Sponsor ~~redemption~~or its permitted transferees (except as otherwise set forth herein). ~~period~~The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $1018.00.

~~After~~ Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants):

	●	in whole and not in part;
	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption; and

	●	if, and only if, the last reported sales price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

22The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

~~BLUERIVER~~Redemption of ~~ACQUISITION~~warrants ~~CORP~~when the price per Class A ordinary share equals or exceeds $10.00.

~~NOTES~~After the TOwarrants ~~UNAUDITED~~become ~~CONDENSED~~exercisable, ~~CONSOLIDATED~~the ~~FINANCIAL STATEMENTS~~Company may redeem the outstanding warrants:

JUNE 30, 2024

	●	in whole and not in part;

	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;

	●	if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and
	●	if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above.

~~The “fair market value” of Class A~~BLUERIVER ~~ordinary~~ACQUISITION shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrantsCORP. ~~In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).~~

~~If the Company has not completed the initial Business~~NOTES ~~Combination~~TO ~~within~~UNAUDITED ~~the~~CONDENSED ~~Combination~~CONSOLIDATED ~~Period~~FINANCIAL and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.STATEMENTS

~~Note~~SEPTEMBER 30, ~~7 — Class A Ordinary Shares Subject to Possible Redemption~~2024

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share. As of June 30, 2024 and December 31, 2023, there were 2,367,710 and 2,672,928 shares of Class A ordinary shares outstanding, of which 1,567,710 and 1,872,928 shares were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed consolidated balance sheets, respectively.

	●	if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and

	●	if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders’ ability to cashless exercise its warrants) as the outstanding Public Warrants as described above.

The “fair market value” of Class A ordinary shares ~~subject~~for tothe ~~possible~~above purpose shall mean the volume weighted average price of Class ~~redemption~~A ~~reflected~~ordinary onshares during the ~~condensed~~10 ~~consolidated~~trading ~~balance~~days ~~sheets~~immediately isfollowing ~~reconciled~~the date on which the ~~following~~notice ~~table:~~of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

Class A ordinary shares subject to possible redemption at December 31, 2022		291,425,100
Less:
Redemption of Class A ordinary shares subject to possible redemption		(273,410,361	)
Decrease in Class A ordinary shares subject to possible redemption		(7,635,278	)
Plus:
Waiver of Class A shares issuance costs		9,700,250
Class A ordinary shares subject to possible redemption at December 31, 2023		20,079,711
Less:
Redemption of Class A ordinary shares subject to possible redemption		(3,301,573	)
Plus:
Accretion of carrying value to redemption value		292,159
Class A ordinary shares subject to possible redemption at March 31, 2024		17,070,297
Plus:
Accretion of carrying value to redemption value		279,284
Class A ordinary shares subject to possible redemption at June 30, 2024	$	17,349,581

If the Company has not completed the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

23Note 7 — Class A Ordinary Shares Subject to Possible Redemption

~~BLUERIVER~~The Company’s ~~ACQUISITION~~Class ~~CORP~~A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share. As of September 30, 2024 and December 31, 2023, there were 891,763 and 2,672,928 shares of Class A ordinary shares outstanding, of which 91,763 and 1,872,928 shares were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed consolidated balance sheets, respectively.

~~NOTES~~The Class TOA ~~UNAUDITED~~ordinary ~~CONDENSED~~shares ~~CONSOLIDATED~~subject ~~FINANCIAL~~to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following ~~STATEMENTS~~table:

JUNE 30, 2024

Class A ordinary shares subject to possible redemption at December 31, 2022	$	291,425,100
Less:
Redemption of Class A ordinary shares subject to possible redemption		(273,410,361	)
Decrease in Class A ordinary shares subject to possible redemption		(7,635,278	)
Plus:
Waiver of Class A shares issuance costs		9,700,250
Class A ordinary shares subject to possible redemption at December 31, 2023	$	20,079,711
Less:
Redemption of Class A ordinary shares subject to possible redemption		(3,301,573	)
Plus:
Accretion of carrying value to redemption value		292,159
Class A ordinary shares subject to possible redemption at March 31, 2024	$	17,070,297
Plus:
Accretion of carrying value to redemption value		279,284
Class A ordinary shares subject to possible redemption at June 30, 2024	$	17,349,581
Less:
Redemption of Class A ordinary shares subject to possible redemption		(16,629,411	)
Plus:
Accretion of carrying value to redemption value		214,615
Class A ordinary shares subject to possible redemption at September 30, 2024	$	934,785

~~Note 8 — Shareholders’ Deficit~~23

~~Preference Shares — The Company~~BLUERIVER isACQUISITION ~~authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors~~CORP. ~~As of June 30, 2024 and December 31, 2023, there were no preference shares issued or outstanding.~~

~~Class A Ordinary Shares —~~NOTES ~~The~~TO ~~Company~~UNAUDITED isCONDENSED ~~authorized~~CONSOLIDATED toFINANCIAL issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2024 and December 31, 2023, there were 2,367,710 and 2,672,928 shares of Class A ordinary shares outstanding, of which 1,567,710 and 1,872,928 were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed consolidated balance sheets, respectively, (see Note 7).STATEMENTS

~~Class B Ordinary Shares —~~SEPTEMBER ~~The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June~~ 30, 2024 ~~and December 31, 2023, there were 7,187,500 Class B ordinary shares issued and outstanding (see Note 4).~~

~~Ordinary shareholders of record are entitled to~~Note ~~one~~8 ~~vote~~— ~~for~~Shareholders’ each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.Deficit

~~The Class B ordinary shares will automatically~~Preference ~~convert~~Shares ~~into~~— ~~Class~~The ACompany ~~ordinary~~is ~~shares~~authorized onto ~~the~~issue ~~first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal~~1, ~~in the aggregate~~000,000 onpreference ~~an as-converted basis, 20% of the sum of (i) the total number of ordinary~~ shares ~~issued~~with ~~and~~such ~~outstanding upon the consummation of the Initial Public Offering (excluding the Private Placement Shares underlying the Private Placement Units)~~designations, ~~plus~~voting ~~(ii)~~and ~~the~~other ~~sum of the total number of Class A ordinary~~rights ~~shares~~and ~~issued~~preferences oras ~~deemed~~may ~~issued~~be ordetermined ~~issuable~~from ~~upon~~time ~~conversion~~to ortime ~~exercise of any equity-linked securities or rights issued or deemed issued,~~ by the Company’s inboard ~~connection with or in relation to the consummation~~ of ~~the~~directors. ~~initial~~As ~~Business Combination (net~~ of ~~any~~September ~~redemptions of Class A ordinary shares by public shareholders)~~30, ~~excluding~~2024 ~~any~~and ~~Class A ordinary shares or equity-linked securities exercisable for or convertible~~December ~~into Class A ordinary shares issued~~31, ~~deemed issued~~2023, orthere towere beno ~~issued,~~preference toshares ~~any seller in the initial Business Combination and any private placement units~~ issued ~~to the Sponsor, members of the management team~~ or ~~any of their affiliates upon conversion of Working Capital Loans~~outstanding. ~~In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.~~

~~Note~~Class A Ordinary 9Shares — ~~Fair~~The ~~Value~~Company ~~Measurements~~is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were 891,763 and 2,672,928 shares of Class A ordinary shares outstanding, of which 91,763 and 1,872,928 were subject to possible redemption and are classified outside of permanent equity in the unaudited condensed consolidated balance sheets, respectively, (see Note 7).

~~The~~Class B Ordinary ~~following~~Shares ~~table~~— ~~presents~~The ~~information~~Company ~~about the~~is ~~Company’s~~authorized ~~financial~~to ~~assets~~issue ~~and~~20,000,000 ~~liabilities~~Class ~~that~~B ~~are~~ordinary ~~measured~~shares atwith ~~fair~~a par value onof a$0.0001 ~~recurring~~per share. ~~basis~~As as of ~~June~~September 30, 2024 and December 31, 2023, ~~and~~there ~~indicates~~were ~~the~~7,187,500 ~~fair~~Class ~~value~~B ~~hierarchy~~ordinary ofshares ~~the~~issued ~~valuation~~and ~~techniques~~outstanding ~~that~~(see ~~the Company utilized to determine such fair value~~Note 4).

~~June~~Ordinary shareholders 30of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, ~~2024~~holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

	Quoted Prices		Significant Other		Significant Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Liabilities:
Derivative warrant liabilities - Public Warrants	$	—	$	95,833	$	—
Derivative warrant liabilities - Private Placement Warrants	$	—	$	2,667	$	—

The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering (excluding the Private Placement Shares underlying the Private Placement Units), plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement units issued to the Sponsor, members of the management team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

24Note 9 — Fair Value Measurements

~~BLUERIVER~~The following ~~ACQUISITION~~table ~~CORP~~presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL~~September ~~STATEMENTS~~30, 2024

JUNE 30, 2024

Quoted
Prices

Significant
Other

in Active

Observable

Unobservable

Markets

Inputs

Description

(Level 1)

(Level 2)

(Level 3)

Liabilities:

Derivative warrant liabilities - Public Warrants

—

Derivative warrant liabilities - Private Placement Warrants

—

~~December 31, 2023~~24

	Quoted Prices		Significant Other		Significant Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Liabilities:
Derivative warrant liabilities - Public Warrants	$	—	$	383,333	$	—
Derivative warrant liabilities - Private Placement Warrants	$	—	$	10,667	$	—

BLUERIVER ACQUISITION CORP.

~~Transfers to/from Levels 1, 2, and 3 are recognized~~NOTES atTO ~~the~~UNAUDITED ~~beginning~~CONDENSED ofCONSOLIDATED ~~the~~FINANCIAL reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021 when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement at the same time as Public Warrants, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022. The Public Warrants were still held at Level 2 as of June 30, 2024. There were no other transfers to/from Levels 1, 2, and 3 during the period ended June 30, 2024.STATEMENTS

~~Level 2 instruments include Private Placement~~SEPTEMBER ~~Warrants and Public Warrants – related party. The Company uses the same quoted market prices from dealers or brokers~~30, ~~and other similar sources as Public Warrants to determine the fair value of its investments.~~2024

~~There were no Level 3 measurement inputs used at June 30, 2024 and~~ December 31, 2023.

Note 10 — Subsequent Events

	Quoted Prices		Significant Other		Significant Other
	in Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Liabilities:
Derivative warrant liabilities - Public Warrants	$	—	$	383,333	$	—
Derivative warrant liabilities - Private Placement Warrants	$	—	$	10,667	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The ~~Company~~estimated ~~evaluated~~fair ~~subsequent~~value ~~events~~of ~~and~~the ~~transactions~~Public Warrants transferred ~~that~~from ~~occurred~~a upLevel 3 measurement to a Level 1 fair value measurement in March 2021 when the ~~date~~Public Warrants were separately listed and traded. The estimated fair value of the ~~unaudited~~Private ~~condensed~~Placement ~~consolidated~~Warrants ~~financial~~was ~~statements~~transferred ~~were~~from ~~issued.~~a ~~Based~~Level ~~upon~~3 ~~this~~measurement ~~review,~~to ~~other~~a Level 2 fair value measurement ~~than~~at the same time as ~~noted~~Public ~~below~~Warrants, as the ~~Company~~transfer ~~determined~~of ~~that~~Private ~~there~~Placement ~~have~~Warrants ~~been~~to noanyone ~~other~~who ~~events~~is ~~that~~not ~~have~~a ~~occurred~~permitted ~~that~~transferee would result ~~require~~in ~~adjustments~~the Private Placement Warrants having substantially the same terms as the Public Warrants. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022. The ~~the~~Public ~~disclosures~~Warrants inwere still held at Level 2 as of September 30, 2024. There were no other transfers to/from Levels 1, 2, and 3 during the ~~unaudited~~period ~~condensed~~ended ~~consolidated~~September ~~financial~~30, ~~statements~~2024.

~~On July 3, 2024, the NYSE American suspended~~Level ~~trading~~2 ininstruments ~~the~~include ~~redeemable~~Private ~~warrants~~Placement ~~(NYSE:~~Warrants ~~BLUA.U)~~and ~~of the Company (the “~~Public Warrants”) ~~from~~– ~~NYSE~~related ~~American~~party. OnThe ~~July~~Company ~~15, 2024,~~uses the ~~NYSE~~same ~~American~~quoted ~~suspended~~market ~~trading~~prices from indealers ~~the~~or ~~Class~~brokers, Aand ~~ordinary~~other ~~shares~~similar ~~(NYSE~~sources ~~American:~~as ~~BLUA)~~Public ~~and~~Warrants ~~units~~to ~~(NYSE~~determine ~~American:~~the ~~BLUA.U)~~fair value of ~~the Company~~its ~~on NYSE American~~investments.

~~The NYSE American had previously announced on~~There ~~February~~were 2,no ~~2024~~Level an3 ~~NYSE~~measurement ~~Regulation~~inputs ~~determination~~used toat ~~delist~~September ~~all of the Company’s listed securities. On July 12~~30, 2024, ~~the Company withdrew its appeal from the NYSE American~~ and onDecember ~~July 15~~31, ~~2024, NYSE American filed a Form 25 delisting the Company’s securities~~2023.

~~As a result of the NYSE American delisting the~~Note ~~Company’s~~10 ~~securities~~— ~~from~~Subsequent trading on its exchange, the Company’s securities may be quoted on an over-the-counter market. However, the Company has not made any application to list the Company’s units, Class A ordinary shares or Public Warrants on the over-the-counter markets. Accordingly, the Company could face significant material adverse consequences, including: (i) a limited availability of market quotations for the Company’s units, Class A ordinary shares and Public Warrants, (ii) reduced liquidity for the Company’s units, Class A ordinary shares and Public Warrants, (iii) a determination that the Company’s Public Shares are “penny stocks” which will require brokers trading in the Company’s Public Shares to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s units, Class A ordinary shares and Public Warrants, (iv) a decreased ability to issue additional securities or obtain additional financing in the future, and (v) a less attractive acquisition vehicle to a target business in connection with an initial business combination. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If the Company is no longer listed on NYSE American, the Company’s units, Class A ordinary shares and Public Warrants would not qualify as covered securities under such statute and we may be subject to regulation in each state in which we offer our securities.Events

OnThe ~~August 2, 2024, the~~ Company ~~held~~evaluated ansubsequent ~~extraordinary~~events and ~~general~~transactions ~~meeting~~that ofoccurred ~~its~~up ~~shareholders.~~to At the ~~Meeting, the Company’s shareholders approved the Extension proposal that extends the~~ date toof ~~consummate~~ the ~~Business~~unaudited ~~Combination~~condensed upconsolidated tofinancial 4statements ~~times~~were ~~by an additional 3 months each time to August 2, 2025~~issued. InBased ~~connection~~upon this ~~with~~review ~~such~~the ~~vote,~~Company ondetermined ~~August~~that 2,there ~~2024,~~have ~~the~~been ~~holders~~no ofevents anthat ~~aggregate~~have ofoccurred ~~1,475,947~~that ~~Public~~would ~~Shares~~require ~~exercised~~adjustments ~~their right~~ to ~~redeem~~the ~~their~~disclosures ~~shares~~in ~~for~~the anunaudited ~~aggregate~~condensed ofconsolidated ~~approximately~~financial ~~$16,397,771 in cash held in the Trust Account~~statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “BlueRiver Acquisition Corp.” “our,” “us” or “we” refer to BlueRiver Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other the Securities and Exchange Commission (the “SEC”) filings.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on October 19, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is BlueRiver Ventures, LLC, a Cayman Islands exempted company (the “Sponsor”). The registration statement for our initial public offering was declared effective on January 28, 2021 (the “Initial Public Offering”). On February 2, 2021, we consummated our Initial Public Offering of 28,750,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,750,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $16.4 million, inclusive of approximately $10.1 million in deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million (Note 4).

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount) at the time of the signing of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination within the Combination Period (as defined in Note 1), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period.

Extension of Combination Period and Trust Account Redemptions

On January 31, 2023, the Company held an extraordinary general meeting of shareholders (the “General Meeting”) to consider and vote upon a proposal to amend the Company’s amended and restated memorandum and articles of association to: (i) extend from February 2, 2023 to August 2, 2023, the date (the “Termination 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. In connection with the General Meeting and vote to extend the Termination Date, shareholders elected to redeem 26,738,255 Public Shares. Following such redemptions, approximately $20,989,598 million remained in the Trust Account and 2,811,745 Public Shares remain issued and outstanding.

On August 2, 2023, the Company held an extraordinary general meeting of shareholders (the “Second General Meeting”) to consider and vote upon a proposal to amend BlueRiver’s amended and restated memorandum and articles of association to extend the Termination Date from August 2, 2023 to February 2, 2024. In connection with the Second General Meeting and vote to extend the Termination Date, shareholders elected to redeem 138,816 Public Shares. Following such redemptions, approximately $19,849,725 million remained in the Trust Account and 1,872,928 Public Shares remain issued and outstanding.

On February 2, 2024, BlueRiver held an extraordinary general meeting of shareholders (the “Third General Meeting”) to consider and vote upon a proposal to amend BlueRiver’s amended and restated memorandum and articles of association to extend the Termination Date from February 2, 2024, up to 6 times by an additional 1 month each month after the Original Termination Date, by resolution of our board of directors, upon deposit of $0.025 into the Company’s Trust Account for each Public Share that was not redeemed in connection with the Third General Meeting until August 2, 2024. In connection with the Third General Meeting and vote to extend the Termination Date, shareholders elected to redeem 305,218 Public Shares. Following such redemptions, approximately $16,958,072 remained in the Trust Account and 1,567,710 Public Shares remained outstanding.

On August 2, 2024, the Company held an extraordinary general meeting of its shareholders. At the Meeting, the Company’s shareholders approved the Extension proposal that extends the date to consummate the Business Combination for up to August 2, 2025 which is 4 times by an additional 3 months each time (Note 10). In connection with such vote, on August 2, 2024, the holders of an aggregate of 1,475,947 Public Shares exercised their right to redeem their shares for an aggregate of ~~approximately~~ $16,~~397~~629,~~771~~41 in cash held in the Trust Account. Following such redemptions, approximately $1,033,888 remained in the Trust Account and 91,673 Public Shares remained outstanding.

Proposed Business Combination

On July 21, 2023, the Company (including the successor after the Domestication (as defined below), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BLUA Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Spinal Stabilization Technologies, LLC, a Texas limited liability company (“SST”). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company to a Delaware corporation (the “Domestication”) and (ii) on the Closing Date, following the Domestication, Merger Sub will merge with and into SST (the “Merger” and together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”) with SST continuing as the surviving entity of the Merger and a subsidiary of the Company.

On October 10, 2023, the Company filed a Registration Statement on form S-4 in relation to the agreement and plan of merger with the Merger Sub, and SST, which Registration Statement has been subsequently amended but has not yet become effective.

On June 28, 2024, SST delivered a termination notice to BlueRiver a copy of which provides for the termination of the Merger Agreement (as amended by the Amendment). 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. The Sponsor Support Agreement, dated as of July 21, 2023, among the Company, Merger Sub and SST and BlueRiver Ventures, LLC 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.

Liquidity and Going Concern

As of ~~June~~September 30, 2024, we had ~~approximately~~ $176,~~000~~035 in cash and a working ~~capital~~ capital deficit of approximately $78.50 million.

Our liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined below in Note 4), the loan of approximately $79,000 from the Sponsor under the Note (as defined above in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the Note in full on February 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans (as defined above in Note 4). On November 9, 2022, we entered into a promissory note agreement (“Sponsor Note”) with our Sponsor, providing us the ability to borrow up to $1.5 million. On November 17, 2022, we drew down $100,000 under the Sponsor Note agreement. At various dates during the year ended December 31, 2023, the Company drew down an additional $722,500 under the Sponsor Note agreement. At various dates during the period ended ~~June~~September 30, 2024, the Company drew down an additional $~~525~~677,~~200~~500 under the Sponsor Note agreement. As of ~~June~~September 30, 2024 and December 31, 2023, there was $1,~~347~~500,~~700~~000 and $822,500, respectively, outstanding under Working Capital Loans.

Management has determined that we do not have sufficient funds and may need to borrow from our Sponsor to fund our working capital needs until the consummation of an initial Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, and mandatory liquidation and subsequent dissolution raises substantial doubt about the our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after August 2, ~~2024~~2025. The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern. We intend to complete a Business Combination before the mandatory liquidation date.

Results of Operations

Our entire activity since inception up to ~~June~~ September 30, 2024 was in preparation for our formation and the Initial Public Offering, and since the Initial Public Offering, our search for a prospective target for our Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended ~~June~~September 30, 2024, we had net ~~income~~loss of approximately $~~1.1 million~~110,000, which consisted of approximately $~~591~~195,000 ~~change~~ in ~~fair value of derivative liabilities, approximately $463,000 in~~ general and administrative expenses and $150,000 in general and administrative expenses to related party, partially offset by approximately $~~201~~136,000 from investment income on the Trust Account and approximately $99,000 change in fair value of derivative liabilities.

For the three months ended ~~June~~September 30, 2023, we had net loss of approximately $~~224~~3,200,000, which consisted of approximately $53,~~000 of change in fair value of working capital loan - related party~~600, ~~approximately $333,~~000 in general and administrative expenses and $150,000 in general and administrative expenses to related party and $197,000 change in fair ~~partially~~value of derivative liabilities, offset by approximately $~~180~~244,000 from investment income on the Trust Account and ~~$74,000~~gain ~~change~~from inextinguishment of ~~fair~~deferred ~~value~~underwriting commissions of ~~derivative liabilities~~approximately $362,000.

For the ~~six~~nine months ended ~~June~~September 30, 2024, we had net loss of approximately $1.45 million, which consisted of approximately $~~296,000~~2 ~~change in fair value of derivative liabilities, approximately $1.8~~ million in general and administrative expenses and $~~300~~450,000 in general and administrative expenses to related party, partially offset by approximately $~~415~~550,000 from investment income on the Trust Account and approximately $394,000 change in fair value of derivative liabilities.

For the ~~six~~nine months ended ~~June~~September 30, 2023, we had net loss of approximately $14.25 million, which consisted of approximately $~~800 of change in fair value of working capital loan - related party~~296, ~~approximately $99,~~000 change in fair value of derivative liabilities, approximately $26.4 million in general and administrative expenses and $~~300~~450,000 in general and administrative expenses to related party, partially offset by approximately $800 of change in fair value of working capital loan - related party, approximately $1.68 million from investment income on the Trust Account and gain from extinguishment of deferred underwriting commissions of approximately $362,000.

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Units, Private Placement Shares, (as defined above in Note 1) Private Placement Warrants (as defined above in Note 4), Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Founder Shares and upon conversion of the Working Capital Loans), were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of its Business Combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement our initial shareholders entered into and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment option on February 2, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $10.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

On September 21, 2023, Goldman Sachs & Co. LLC waived its entitlement to the payment of $10,062,500 deferred underwriting fee in connection with its role as underwriter in the Company’s Initial Public Offering, in respect to any Business Combination.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting estimates:

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Subtopic 815-15 “Derivatives and Hedging - Embedded Derivatives” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “warrants”) are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants and the fair value of the Private Placement Warrants has been estimated using a binomial lattice model in a risk-neutral framework. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the warrants as of ~~June~~ September 30, 2024 and December 31, 2023 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Convertible Instruments

We accounted for the Working Capital Loans, as described in Note 4, analyzing the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments.

We review the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.29

ItBifurcated embedded ~~was~~derivatives ~~determined~~are ~~that~~initially recorded at fair value and are then revalued at each reporting date with changes in the ~~conversion~~fair ~~option~~value reported ~~was~~as denon-operating ~~minimis,~~income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as ~~such~~liabilities, wethe total proceeds received are first allocated to the fair value of all ~~have~~the ~~recorded~~bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the ~~Working~~host ~~Capital~~instruments ~~Loans~~themselves, usually resulting in those instruments being recorded at ~~par~~a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

~~Non-redemption~~It was ~~Agreement~~determined that the conversion option was de minimis, as such we have recorded the Working Capital Loans at par value.

~~On January 25, 2023, the Sponsor entered into~~ Non-~~Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem~~redemption their BLUA shares in connection with the Special Meeting held on January 31, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,932,000 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing of the Business Combination. Each Shareholder committed to maintain at least 9.9% of the identified stock and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value of the 483,000 founders shares attributable to the Non-Redeeming Shareholders to be $1,842,346 or $3.81 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.Agreement

29On January 25, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their BLUA shares in connection with the Special Meeting held on January 31, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,932,000 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing of the Business Combination. Each Shareholder committed to maintain at least 9.9% of the identified stock and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value of the 483,000 founders shares attributable to the Non-Redeeming Shareholders to be $1,842,346 or $3.81 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

On July 25, 2023, the Company and the Sponsor, entered into a non-redemption agreement (“Non-Redemption Agreement”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) at the special meeting called by the Company (the “Second Special Meeting”) to approve an extension of time for the Company to consummate an initial business combination (the “Second Extension Proposal”) from August 2, 2023 to February 2, 2024 (the “Second Extension”). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 40,000 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Second Special Meeting. On August 2, 2023, the Company held the Second Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from August 2, 2023 to February 2, 2024. During the Third Special Meeting of its shareholders held on February 2, 2024 and the Fourth Special Meeting of its shareholders held on August 2, 2024, the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2024 to August 2, 2025.

Recent Accounting Pronouncements

InASU 2024-01, ~~June~~“Compensation-Stock ~~2016,~~Compensation ~~the~~(Topic ~~FASB~~718): ~~issued~~Scope ~~Accounting~~Application ~~Standards Update~~of Profits Interest and Similar Awards” (“ASU 2024-01”) ~~2016-13~~introduces –updates ~~Financial~~to ~~Instruments~~accounting –standards ~~Credit~~related ~~Losses~~to ~~(Topic~~the ~~326):~~classification ~~Measurement~~and measurement of ~~Credit~~financial ~~Losses~~instruments ~~on Financial~~under ~~Instruments~~ASC ~~(“ASU 2016-13”)~~320. ~~This~~The update ~~requires~~primarily ~~financial~~focuses ~~assets~~on ~~measured~~clarifying atguidance ~~amortized~~for ~~cost~~equity ~~basis~~securities, todebt beinstruments, ~~presented~~and atother ~~the net~~financial ~~amount~~assets, ~~expected~~particularly in tothe beareas ~~collected.~~of ~~The~~fair value measurement ofand ~~expected~~impairment ~~credit~~recognition. ~~losses~~It isaims ~~based~~to onimprove ~~relevant~~consistency ~~information~~and ~~about~~comparability ~~past~~in ~~events,~~the ~~including~~reporting ~~historical~~of ~~experience,~~financial ~~current~~instruments ~~conditions,~~by ~~and~~refining ~~reasonable~~the ~~and~~criteria ~~supportable~~for ~~forecasts~~classifying ~~that~~securities ~~affect~~and enhancing the ~~collectability~~methodology offor ~~the~~recognizing ~~reported~~and ~~amount.~~measuring ~~Since~~impairments. ~~June~~ASU ~~2016,~~2024- ~~the~~01 ~~FASB~~also ~~issued~~mandates ~~clarifying~~additional ~~updates~~disclosures to provide greater transparency around the ~~new~~valuation ~~standard~~techniques ~~including~~and ~~changing~~assumptions used ~~the~~in ~~effective~~determining ~~date~~the ~~for~~fair ~~smaller~~value ~~reporting~~of ~~companies~~financial instruments. The ~~guidance~~update is effective for fiscal years beginning after December 15, ~~2022~~2024, ~~and interim periods within those fiscal years,~~ with early adoption permitted. The Company ~~adopted~~is ~~ASU~~currently ~~2016-13~~evaluating onthe ~~January~~impact ~~1, 2023. The adoption~~ of this ASU ~~2016-13 did not have a material impact~~ on ~~the~~ ~~Company’s~~its ~~unaudited condensed consolidated~~ financial statements and disclosures.

~~In June 2022, the FASB issued ASU 2022-03, ASC~~Our ~~Subtopic~~management ~~820,~~does ~~“Fair~~not ~~Value~~believe ~~Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify~~ that aany ~~contractual~~other ~~sales~~recently ~~restriction~~issued, isbut not ~~considered~~yet in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective ~~for the Company in fiscal years beginning after December 15~~, ~~2023,~~accounting ~~and~~standards ~~interim~~updates ~~periods~~if ~~within~~currently ~~those fiscal years. Early adoption is permitted~~adopted ~~for~~would ~~both interim and annual unaudited condensed consolidated financial statements that~~ have ~~not~~a ~~yet~~material ~~been~~effect ~~issued or made available for issuance. The Company is still evaluating the impact of this pronouncement~~ on the accompanying unaudited condensed consolidated financial statements.

~~In December 2023, the FASB issued ASU 2023~~Off-~~09,~~Balance ~~Income~~Sheet Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its unaudited condensed consolidated financial statements and disclosures.Arrangements

~~Our~~As of ~~management~~September ~~does~~30, ~~not believe that any other recently issued~~2024, ~~but~~we did not ~~yet~~have ~~effective,~~any ~~accounting~~off-balance ~~standards~~sheet ~~updates~~arrangements ifas ~~currently~~defined ~~adopted~~in ~~would~~Item ~~have~~ 303(a)(4)(ii) ~~material~~of ~~effect~~Regulation ~~on the accompanying unaudited condensed consolidated financial statements~~S-K.

30JOBS Act

~~Off~~The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-~~Balance~~emerging ~~Sheet~~growth ~~Arrangements~~companies. As a result, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

AsAdditionally, we are in the process of ~~June~~evaluating 30the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, ~~2024~~if, as an “emerging growth company,” we ~~did~~choose to rely on such exemptions we may not ~~have~~be ~~any~~required ~~off~~to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-~~balance~~emerging growth ~~sheet~~public ~~arrangements~~companies asunder ~~defined~~the inDodd-Frank ~~Item~~Wall ~~303~~Street Reform and Consumer Protection Act, (aiii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed consolidated financial statements (4auditor discussion and analysis) and (iiiv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of ~~Regulation~~the ~~S-K~~Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~JOBS~~Item 3. Quantitative ~~Act~~and Qualitative Disclosures About Market Risk

~~The Jumpstart Our Business Startups Act of 2012~~We ~~(the~~are ~~“JOBS~~a ~~Act”)~~smaller ~~contains provisions that, among other things, relax certain~~ reporting ~~requirements~~company ~~for qualifying public companies. We qualify~~ as andefined ~~“emerging~~by ~~growth~~Rule 12b-2 ~~company”~~of ~~and under~~ the ~~JOBS~~Exchange Act and are ~~allowed to comply with new or revised accounting pronouncements based on the effective date for private (~~not ~~publicly~~required ~~traded) companies. We are electing~~ to ~~delay~~provide the ~~adoption~~information ~~of new~~otherwise ~~or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is~~ required ~~for~~under ~~non-emerging~~this ~~growth companies~~item. As a result, the unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act~~Item 4. ~~Subject to certain conditions set forth~~ inControls the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Procedures

~~Item~~Evaluation of 3.Disclosure ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk~~Procedures

WeUnder the ~~are~~supervision aand ~~smaller~~with ~~reporting~~the ~~company~~participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as ~~defined~~of the end of the period ended bySeptember ~~Rule 12b~~30, 2024, as such term is defined in Rules 13a-215(e) ofand 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and ~~are~~chief ~~not~~financial ~~required~~officer tohave ~~provide~~concluded ~~the~~that ~~information~~during ~~otherwise~~the ~~required~~period ~~under~~covered by this ~~item~~report, our disclosure controls and procedures were effective.

~~Item~~Disclosure controls 4.and ~~Controls~~procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and ~~Procedures~~reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation~~Changes in ofInternal ~~Disclosure~~Control ~~Controls~~over ~~and~~Financial ~~Procedures~~Reporting

~~Under the supervision and with the participation~~There ofwas ~~our~~no ~~management,~~change ~~including~~in our ~~principal~~internal ~~executive~~control ~~officer~~over ~~and principal~~ financial ~~and~~reporting ~~accounting~~that ~~officer,~~occurred weduring ~~conducted an evaluation of~~ the ~~effectiveness~~fiscal ofquarter ~~our disclosure controls and procedures as of the end of the period~~ ended ~~June~~September 30, 2024, ascovered by ~~such~~this ~~term~~Quarterly isReport ~~defined in~~on ~~Rules~~Form ~~13a~~10-~~15(e)~~Q ~~and~~that ~~15d-15(e)~~has ~~under~~materially ~~the Exchange Act. Based on this evaluation~~affected, ~~our~~or ~~chief~~is ~~executive~~reasonably ~~officer~~likely ~~and~~to ~~chief~~materially ~~financial officer have concluded that during the period covered by this report~~affect, our ~~disclosure~~internal ~~controls~~control over ~~and~~financial ~~procedures were effective~~reporting.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.31

~~Changes~~PART II - inOTHER ~~Internal Control over Financial Reporting~~INFORMATION

~~There was no change in our internal control over~~Item 1. ~~financial~~Legal reporting that occurred during the fiscal quarter ended June 30, 2024 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Proceedings

31None.

~~PART~~Item II1A. Risk ~~- OTHER INFORMATION~~Factors

~~Item~~As of 1the date of this Quarterly Report on Form 10-Q, other than as set forth below, there have been no material changes to the risk factors disclosed in our Form 10-K filed with the SEC on February 27, 2024, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC. ~~Legal~~We ~~Proceedings~~may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~None~~The current economic downturn may lead to increased difficulty in completing our initial business combination.

~~Item~~Our ability 1Ato consummate our initial business combination may depend, in part, on worldwide economic conditions. ~~Risk~~In ~~Factors~~recent months, we have observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include:

As● offalling ~~the~~overall ~~date~~demand offor ~~this~~goods ~~Quarterly~~and ~~Report on Form 10-Q~~services, ~~other~~leading ~~than~~to asreduced ~~set~~profitability; ~~forth~~● ~~below,~~reduced ~~there~~credit ~~have~~availability; ~~been~~● nohigher ~~material~~borrowing ~~changes~~costs; to● ~~the~~reduced ~~risk~~liquidity; ~~factors~~● ~~disclosed~~volatility in ~~our Form 10-K filed with the SEC on February 27~~credit, ~~2024,~~equity asand offoreign ~~the~~exchange ~~date~~markets; ofand ~~this~~● ~~Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in our Registration Statement filed with the SEC~~bankruptcies. ~~We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~

~~The~~These developments ~~current~~could ~~economic~~lead ~~downturn~~to inflation, higher interest rates, and uncertainty about business continuity, which may ~~lead~~adversely affect the tobusiness ~~increased~~of ~~difficulty~~our potential target businesses and create difficulties in ~~completing~~obtaining debt or equity financing for our initial business combination, as well as leading to an increase in the number of public stockholders exercising redemption rights in connection therewith.

~~Our~~Recent volatility ~~ability~~in tocapital ~~consummate~~markets ~~our~~and ~~initial~~lower ~~business combination~~market ~~may~~prices ~~depend,~~for inour ~~part,~~securities onmay ~~worldwide~~affect ~~economic~~our ~~conditions.~~ability Into ~~recent~~obtaining ~~months,~~financing wefor ~~have~~our ~~observed~~initial business ~~increased~~combination ~~economic~~through ~~uncertainty in~~sales ~~the~~of ~~United~~shares ~~States~~of ~~and~~our ~~abroad.~~common ~~Impacts~~stock ofor ~~such~~issuance ~~economic~~of ~~weakness include:~~indebtedness.

●With uncertainty ~~falling~~in ~~overall~~the ~~demand~~capital ~~for~~markets ~~goods~~ and ~~services~~other factors, ~~leading~~financing for our initial business combination may not be available on terms favorable to ~~reduced~~us ~~profitability;~~or ●at ~~reduced~~all. ~~credit~~If ~~availability;~~we ●raise ~~higher~~additional ~~borrowing~~funds ~~costs;~~through ●further ~~reduced~~issuances ~~liquidity;~~of ●equity ~~volatility~~or inconvertible ~~credit~~debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and ~~foreign~~privileges ~~exchange~~superior ~~markets;~~to those of holders of our common stock. Any debt financing secured by us could involve additional restrictive covenants relating to our capital-raising activities and ●other ~~bankruptcies~~financial and operational matters, which may limit the operations and growth of the surviving company of our initial business combination. If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to complete our initial business combination.

These developments could lead to inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect the business of our potential target businesses and create difficulties in obtaining debt or equity financing for our initial business combination, as well as leading to an increase in the number of public stockholders exercising redemption rights in connection therewith.32

~~Recent~~Changes to ~~volatility~~laws or regulations or in ~~capital~~how ~~markets~~such ~~and lower~~laws ~~market~~or ~~prices~~regulations ~~for~~are ~~our~~interpreted ~~securities~~or ~~may~~applied, ~~affect~~or ~~our~~a ~~ability~~failure to ~~obtaining~~comply ~~financing~~with ~~for~~any ~~our~~laws, ~~initial~~regulations, interpretations ~~business~~or ~~combination~~applications, ~~through~~may ~~sales of~~adversely ~~shares~~affect ofour business, including our ~~common~~ability ~~stock~~to ornegotiate ~~issuance~~and ofcomplete ~~indebtedness~~our initial business combination.

~~With~~We are ~~uncertainty~~subject into the ~~capital~~laws ~~markets~~ and ~~other factors~~regulations, ~~financing~~and ~~for~~interpretations ~~our~~and ~~initial~~applications ~~business~~of ~~combination~~such ~~may~~laws ~~not~~and beregulations, ~~available~~of onnational, ~~terms~~regional, ~~favorable~~state and tolocal usgovernments orand atnon-U.S. ~~all~~jurisdictions. IfIn particular, we ~~raise~~are ~~additional funds~~required ~~through~~to ~~further~~comply ~~issuances~~with ofcertain ~~equity~~SEC orand ~~convertible~~potentially ~~debt~~other ~~securities~~legal and regulatory requirements, and our ~~existing~~consummation ~~stockholders~~of ~~could~~an ~~suffer~~initial ~~significant~~business ~~dilution, and~~combination ~~any~~may ~~new~~be ~~equity~~contingent ~~securities~~upon weour ~~issue~~ability ~~could~~to ~~have~~comply ~~rights~~with certain laws, ~~preferences~~regulations, interpretations and ~~privileges~~applications ~~superior~~and toany ~~those~~post-business ofcombination ~~holders~~company ofmay ~~our~~be ~~common~~subject ~~stock.~~to additional laws, ~~Any~~regulations, ~~debt~~interpretations ~~financing~~and ~~secured~~applications. byCompliance uswith, ~~could~~and ~~involve~~monitoring ~~additional~~of, ~~restrictive~~the ~~covenants~~foregoing ~~relating~~may tobe ~~our~~difficult, ~~capital-raising~~time ~~activities~~consuming and ~~other~~ ~~financial~~costly. Those laws and ~~operational~~regulations ~~matters,~~and ~~which~~their interpretation and application may ~~limit~~also ~~the~~change ~~operations~~from time to time, and ~~growth~~those ofchanges ~~the~~could have ~~surviving~~a ~~company~~material ofadverse effect on our business, including our ability to negotiate and complete an initial business combination. If weA ~~are unable~~ failure to ~~obtain~~comply ~~adequate~~with ~~financing~~applicable laws or ~~financing~~regulations, onas ~~terms~~interpreted ~~satisfactory~~and ~~to us~~applied, we could ~~face~~have ~~significant~~a ~~limitations~~material adverse effect on our business, including our ability to negotiate and complete ~~our~~an initial business combination.

~~Changes~~On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to ~~laws~~disclosures orin SEC ~~regulations~~filings orin connection with business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in ~~how~~SEC filings in connection with proposed business combination transactions; the potential liability of certain participants ~~such~~in ~~laws~~proposed orbusiness ~~regulations~~combination ~~are~~transactions; ~~interpreted~~and orthe ~~applied~~extent to which SPACs could become subject to regulation under the Investment Company Act, orincluding a ~~failure~~proposed torule ~~comply~~that ~~with~~would ~~any~~provide ~~laws~~SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, ~~regulations~~asset composition, ~~interpretations~~business purpose and activities. Certain of the procedures that we, a potential Business Combination target, or ~~applications~~others may determine to undertake in connection with the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may ~~adversely~~increase ~~affect~~the ~~our~~costs and time of negotiating and completing an initial business combination, ~~including~~and ~~our~~may ~~ability~~constrain tothe ~~negotiate~~circumstances ~~and~~under which we could complete ~~our~~an initial business combination.

We How are ~~subject to~~ the ~~laws~~funds ~~and~~in regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the ~~foregoing~~Trust ~~may~~Account becurrently ~~difficult,~~being time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination.held?

32The funds in the Trust Account were, after our IPO, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, on March 28, 2023, the Company initiated the process of converting all of the assets held in the Trust Account into cash, which was deposited in a non-interest bearing account. As of May 4, 2023. the Company deposited the assets held in the Trust Account in an interest-bearing demand deposit account at a bank. Interest on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and the Company cannot provide assurances that such rate will not decrease or increase significantly..

~~On March 30, 2022, the SEC issued proposed rules~~Our ~~(the~~cash ~~“SPAC~~position ~~Rule~~could ~~Proposals”)~~be ~~relating,~~adversely ~~among~~affected ~~other~~if ~~items, to disclosures in SEC filings in connection with business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies;~~ the financial ~~statement requirements~~institutions ~~applicable to transactions involving shell companies; the use of projections~~ in ~~SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to~~ which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, ahold ~~potential~~our ~~Business~~cash ~~Combination~~are ~~target,~~unable ~~or others may determine~~ to ~~undertake~~meet intheir connection with the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an initial business combination, and may constrain the circumstances under which we could complete an initial business combinationobligations.

~~How~~Our working capital account is currently at First Republic Bank. First Republic Bank has been negatively affected by the recent turmoil in the banking sector, which included the Federal Deposit Insurance Corporation (“FDIC”) being appointed as receiver of Silicon Valley Bank on March 10, 2023 and Signature Bank and Silvergate Capital Corp. on March 12, 2023. On May 1, 2023, First Republic Bank became insolvent. Federal regulators seized the assets of the bank and negotiated a sale of its assets to JP Morgan Chase. While as a result of the sale of the assets to JP Morgan Chase, the Company believes its insured and uninsured deposits are not at risk, there can be no assurance as to the outcome of the current turmoil in the banking sector. There is no guarantee that the Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the ~~Trust~~future ~~Account~~in the event of the closure or receivership of other banks or financial ~~currently~~institutions, ~~being~~or that they would do so in a timely fashion. We may open a working capital account at a different financial institution and move the cash balance held? at First Republic Bank to such new account, but we cannot guarantee that such a transfer will occur or that such financial institution would be insulated from the effect of the recent turmoil in the banking sector.

The funds in the Trust Account were, after our IPO, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, on March 28, 2023, the Company initiated the process of converting all of the assets held in the Trust Account into cash, which was deposited in a non-interest bearing account. As of May 4, 2023. the Company deposited the assets held in the Trust Account in an interest-bearing demand deposit account at a bank. Interest on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and the Company cannot provide assurances that such rate will not decrease or increase significantly..33

~~Our cash position could be adversely affected~~Item 2. ifUnregistered ~~the~~Sales ~~financial~~of ~~institutions~~Equity inSecurities ~~which~~and weUse ~~hold~~of ~~our cash are unable to meet their obligations~~Proceeds.

~~Our working capital account is currently at First~~Initial ~~Republic~~Public Bank. First Republic Bank has been negatively affected by the recent turmoil in the banking sector, which included the Federal Deposit Insurance Corporation (“FDIC”) being appointed as receiver of Silicon Valley Bank on March 10, 2023 and Signature Bank and Silvergate Capital Corp. on March 12, 2023. On May 1, 2023, First Republic Bank became insolvent. Federal regulators seized the assets of the bank and negotiated a sale of its assets to JP Morgan Chase. While as a result of the sale of the assets to JP Morgan Chase, the Company believes its insured and uninsured deposits are not at risk, there can be no assurance as to the outcome of the current turmoil in the banking sector. There is no guarantee that the Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure or receivership of other banks or financial institutions, or that they would do so in a timely fashion. We may open a working capital account at a different financial institution and move the cash balance held at First Republic Bank to such new account, but we cannot guarantee that such a transfer will occur or that such financial institution would be insulated from the effect of the recent turmoil in the banking sector.Offering

33Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 800,000 units at a price of $10.00 per Private Placement Unit with the Sponsor, generating gross proceeds of approximately $8.0 million (Note 4).

~~Item~~In connection 2.with ~~Unregistered~~the ~~Sales~~Initial Public Offering, our sponsor had agreed to loan us an aggregate of ~~Equity~~up ~~Securities~~to $300,000 pursuant to the Note. This loan is non-interest bearing and ~~Use~~payable on the consummation of ~~Proceeds~~the Initial Public Offering. As of March 31, 2022, the loan balance was $0.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Shares, $287,500,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~Simultaneously~~We paid ~~with~~a ~~the~~total ~~closing~~ of ~~the~~approximately ~~Initial Public~~$6.1 ~~Offering,~~million wein ~~consummated~~underwriting ~~the~~discounts ~~Private~~and ~~Placement~~commissions ofrelated ~~800,000~~to ~~units~~the atInitial aPublic ~~price of $10~~Offering.00 ~~per~~In ~~Private Placement Unit with the Sponsor~~addition, ~~generating~~the ~~gross~~underwriters ~~proceeds~~agreed ofto ~~approximately~~defer $810.01 million ~~(Note 4)~~in underwriting discounts and commissions.

InOn September ~~connection with the Initial Public Offering~~21, ~~our~~ ~~sponsor had agreed to loan us an aggregate of up to $300~~2023,~~000~~ ~~pursuant~~Goldman toSachs ~~the~~& ~~Note~~Co. ~~This~~LLC ~~loan~~waived isits ~~non-interest~~entitlement ~~bearing~~to ~~and payable on~~ the ~~consummation~~payment of ~~the~~such ~~Initial Public Offering~~$10.1 Asmillion ofdeferred ~~March~~underwriting ~~31,~~discounts and ~~2022,~~commissions ~~the~~in ~~loan~~respect ~~balance~~to ~~was~~any $0business combination.

~~Of the gross proceeds received from the Initial~~Third ~~Public~~Special Offering and the full exercise of the option to purchase additional Shares, $287,500,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 180 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.Meeting

WeIn connection ~~paid~~with athe ~~total~~Third ofSpecial ~~approximately~~Meeting ~~$6.1~~held ~~million in~~on ~~underwriting~~February ~~discounts~~2, ~~and~~2024, ~~commissions~~the ~~related~~holders toof ~~the~~an ~~Initial~~aggregate of 305,218 Public ~~Offering.~~Shares Inexercised ~~addition,~~their right ~~the~~to ~~underwriters~~redeem ~~agreed~~their toshares ~~defer~~for an aggregate of approximately $~~10.1 million~~3,301,573 in ~~underwriting~~cash ~~discounts~~held ~~and~~in ~~commissions~~the Trust Account.

On September 21, 2023, Goldman Sachs & Co. LLC waived its entitlement to the payment of such $10.1 million deferred underwriting discounts and commissions in respect to any business combination.

	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1 – January 31, 2024		—		—		—		—

February 1 – February 29, 2024		305,218	$	10.81709768		—		—

March 1 – March 31, 2024		—		—		—		—

~~Third Special Meeting~~34

InFourth ~~connection with the Third~~ Special Meeting held on February 2, 2024, the holders of an aggregate of 305,218 Public Shares exercised their right to redeem their shares for an aggregate of approximately $3,301,573 in cash held in the Trust Account.

	(a) Total number of shares (or units) purchased		(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
January 1 – January 31, 2024		—		—		—		—
February 1 – February 29, 2024		305,218	$	10.81709768		—		—
March 1 – March 31, 2024		—		—		—		—

On August 2, 2024, the Company held an Extraordinary General Meeting (the “Fourth Special Meeting”) at which the shareholders voted to extend the time the Company has to consummate an initial business combination from August 2, 2024 up to 4 times by an additional 3 months each month after the August 2, 2024, by resolution of the Board.

34In connection with the Fourth Special Meeting, the holders of an aggregate of 1,475,947 Public Shares exercised their right to redeem their shares for an aggregate of $16,629,411 in cash held in the Trust Account.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this report.

Item 6. Exhibits.

Exhibit Number		Description
2.1**		Amendment to Agreement and Plan of Merger, dated February 2, 2024.
3.1**		Amendment to the Amended and Restated Memorandum and Articles of Association of BlueRiver Acquisition Corp.
31.1*		Certification of Co-Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Co-Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Co-Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Co-Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and included in Exhibit 101)

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

**	Previously filed on the Company’s Current Report on Form 8-K filed on February 7, 2024.

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.

Dated: August 19, 2024	BLUERIVER ACQUISITION CORP.
Dated: November 25, 2024	BLUERIVER ACQUISITION CORP.
	By:	/s/ John Gregg
	Name:	John Gregg
	Title:	Co-Chief Executive Officer

Filing Compare · BlueRiver Acquisition Corp.