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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2023

 

 

 

BlueRiver Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39961   98-1577027
(State or other jurisdiction of incorporation or
organization)
 

(Commission File
Number)

  (I.R.S. Employer Identification
Number)

 

250 West Nottingham Drive, Suite 400
San Antonio, Texas

  78209
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (210) 832 3305

 

Not Applicable

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

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-third of a redeemable Warrant to acquire one Class A ordinary share   BLUA.U   The New York Stock Exchange
Class A ordinary share, par value $0.0001 per share   BLUA   The New York Stock Exchange
Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   BLUA.WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On March 9, 2023, BlueRiver Acquisition Corp. (the “Company”) issued a press release announcing that it intends to transfer the listing of its units, Class A ordinary shares and warrants to purchase Class A ordinary shares to the NYSE American LLC (the “NYSE American”). The Company received written confirmation that it has been cleared to file an initial listing application with the NYSE American on March 7, 2023. In connection with listing on the NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. The Company currently anticipates the transfer to the NYSE American to occur on or about March 14, 2023.

 

The Company intends to file a Form 8-A with respect to the registration of the Company’s securities on the NYSE American.

 

A copy of the Company’s press release, dated March 9, 2023, announcing the transfer of the listing of its securities (the “Press Release”) is furnished hereto as Exhibit 99.1.

 

Forward Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters.

 

Item 7.01 Regulation FD Disclosure.

 

The Press Release is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.

 

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
  Description
99.1   Press Release, issued March 9, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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

 

Dated: March 10, 2023