BlueRiver Acquisition Corp. Receives Commencement of Delisting Notice From NYSE American; Announces Extension of Merger Agreement
07 Fevereiro 2024 - 7:58PM
Business Wire
BlueRiver Acquisition Corp. (NYSE American: BLUA) (the
“Company”) announces that, as disclosed in the Company’s Current
Report on Form 8-K filed on February 7, 2024 with the United States
Securities and Exchange Commission, the Company received a letter
from the NYSE American LLC (“NYSE American” or the “Exchange”) on
February 2, 2024, stating that the staff of NYSE Regulation has
determined to commence proceedings to delist the Company’s Common
Stock, Units and Rights (collectively, the “Securities”) pursuant
to Sections 119(b) and 119(f) of the NYSE American Company Guide
because the Company failed to consummate a business combination
within 36 months of the effectiveness of its initial public
offering registration statement, or such shorter period that the
Company specified in its registration statement.
The Company has a right to request that a Committee of the Board
of Directors of the Exchange review the delisting determination,
provided a written request for such review is requested no later
than February 9, 2024. The Company intends to make a request for
the review of the delisting determination. At this time, the
Securities have not been suspended and will continue to trade.
The Company also announced that on February 2, 2024, the Company
and Spinal Stabilization Technologies, LLC (“SST”) agreed to extend
the date on which the Company’s previously disclosed Agreement and
Plan of Merger, dated July 21, 2023, with SST and BLUA Merger Sub
LLC (the “Merger Agreement”) may be terminated by the parties if
the Closing (as defined in the Merger Agreement) has not occurred
from February 2, 2024 until March 31, 2024.
About BlueRiver Acquisition Corp.
BlueRiver Acquisition Corp. is a special purpose acquisition
company domiciled in the Cayman Islands formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. For more information, please visit
http://blueriverspac.com/.
Important Information for Shareholders
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the transactions contemplated by the
Merger Agreement, the Company has filed a Registration Statement
with the Securities and Exchange Commission (“SEC”), which includes
a proxy statement of the Company, but such Registration Statement
has not yet become effective. The Company also plans to file other
documents with the SEC regarding the transactions contemplated by
the Merger Agreement. After the Registration Statement has been
declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to the shareholders of the
Company. SHAREHOLDERS OF THE COMPANY AND SST ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
SUCH TRANSACTIONS. Shareholders will be able to obtain free copies
of the proxy statement/prospectus and other documents containing
important information about the Company and SST once such documents
are filed with the SEC, through the website maintained by the SEC
at http://www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
shareholders of the Company in connection with the transactions
contemplated by the Merger Agreement. SST and its respective
officers and directors may also be deemed participants in such
solicitation. Information about the directors and executive
officers of the Company, as well as other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
are contained in the proxy statement/prospectus contained in the
Registration Statement, as it may be further amended and declared
effective, and other relevant materials that may be filed with the
SEC when they become available.
No Offer or Solicitation
This communication is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities
or in respect of the transactions contemplated by the Merger
Agreement, and does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company or
SST, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This press release contains certain forward-looking statements
that express our opinions, expectations, beliefs, plans,
objectives, assumptions or projections regarding future events or
future results and therefore are, or may be deemed to be,
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements can generally be identified by the use
of forward-looking terminology, including the terms "believes,"
"estimates," "anticipates," "expects," "seeks," "projects,"
"intends," "plans," "may," "will" or "should" or, in each case,
their negative or other variations or comparable terminology. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
press release and include statements regarding our intentions,
beliefs or current expectations concerning the Company's
performance, business and future events. Such forward looking
statements are based on management's expectations, beliefs and
forecasts concerning future events impacting the Company. You are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties, as well as assumptions, which, if they were to ever
materialize or prove incorrect, could cause actual results to
differ materially from the from the plans, objectives,
expectations, estimates and intentions expressed or implied by such
forward-looking statements. The forward-looking statements made in
this press release speak only as of the date hereof and we disclaim
any obligation, except as required by law, to provide updates,
revisions or amendments to any forward-looking statements to
reflect changes in our expectations or future events.
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version on businesswire.com: https://www.businesswire.com/news/home/20240207683598/en/
John Gregg admin@blueriverspac.com
BlueRiver Acquisition (NYSE:BLUA)
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