BlueRiver Acquisition (BLUA) - 2024 Q3 - Quarterly Report

IPO and Capital Raising - BlueRiver Acquisition Corp. completed its Initial Public Offering (IPO) on February 2, 2021, issuing 28,750,000 units at $10.00 per unit, generating gross proceeds of$287.5 million[174] - Simultaneously with the IPO, the company completed a private placement of 800,000 units at $10.00 per unit, generating gross proceeds of$8.0 million[175] - The underwriters fully exercised the over-allotment option to purchase 3,750,000 additional Units at the Initial Public Offering price, generating significant capital[200] - The underwriters received an underwriting discount of $0.20 per Unit, totaling approximately$5.8 million, with an additional deferred underwriting commission of $0.35 per Unit, amounting to approximately$10.1 million[201] - Goldman Sachs & Co. LLC waived its entitlement to a deferred underwriting fee of $10,062,500, impacting the company's financial obligations[202] Financial Performance and Liquidity - As of August 2, 2024, following shareholder redemptions, approximately$1,033,888 remained in the Trust Account with 91,673 Public Shares outstanding[183] - As of September 30, 2024, the company had $6,035 in cash and a working capital deficit of approximately$8.0 million[188] - For the three months ended September 30, 2024, the company reported a net loss of approximately $110,000, driven by$195,000 in general and administrative expenses and $150,000 in related party expenses, partially offset by$136,000 in investment income[193] - For the nine months ended September 30, 2024, the company reported a net loss of approximately $1.5 million, driven by$2 million in general and administrative expenses and $450,000 in related party expenses, partially offset by$550,000 in investment income[195] - The company's liquidity needs have been met through contributions and loans from the Sponsor, including a $1.5 million promissory note, with$1,500,000 outstanding as of September 30, 2024[189] - Management has raised substantial doubt about the company's ability to continue as a going concern due to liquidity challenges and the mandatory liquidation date of August 2, 2025[191] Business Combination and Agreements - The company entered into a Merger Agreement with Spinal Stabilization Technologies, LLC (SST) on July 21, 2023, but the agreement was terminated on June 28, 2024, with no termination fees[184][185] - The company has no operating revenues and its activities are focused on preparing for and seeking a Business Combination[192] - The company extended the time to consummate an initial business combination through shareholder votes, with the latest extension pushing the deadline to August 2, 2025[212] - The Sponsor entered into Non-Redemption Agreements, committing not to redeem 1,932,000 shares of Class A ordinary shares, with an estimated aggregate fair value of $1,842,346 for 483,000 founder shares[211] Accounting and Reporting - The fair value of the warrants as of September 30, 2024, and December 31, 2023, was determined based on observable listed prices, with potential for significant changes as more current information becomes available[205] - ASU 2024-01 introduces updates to accounting standards, effective for fiscal years beginning after December 15, 2024, with the company currently evaluating its impact on financial statements[213] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing delayed adoption of new or revised accounting standards, potentially affecting financial statement comparability[217] - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which could exempt it from certain disclosures for up to five years post-IPO[218] - As of September 30, 2024, the company did not have any off-balance sheet arrangements, indicating no significant financial obligations outside its balance sheet[216]