$BLUAF
Blueriver Acquisition Corp

2024 Q3 Form 10-Q Financial Statement

#000121390024070736 Filed on August 19, 2024

View on sec.gov

Income Statement

Concept 2024 Q3 2024 Q2
Revenue
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin $2.052K
YoY Change -99.58%
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $2.052K
YoY Change -99.58%
Operating Profit $313.2K
YoY Change -164.84%
Interest Expense
YoY Change
% of Operating Profit
Other Income/Expense, Net $791.9K
YoY Change 205.81%
Pretax Income
YoY Change
Income Tax
% Of Pretax Income
Net Earnings $1.105M
YoY Change -593.29%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share
COMMON SHARES
Basic Shares Outstanding 91.76K shares
Diluted Shares Outstanding

Balance Sheet

Concept 2024 Q3 2024 Q2
SHORT-TERM ASSETS
Cash & Short-Term Investments
YoY Change
Cash & Equivalents $16.93K
Short-Term Investments
Other Short-Term Assets
YoY Change
Inventory
Prepaid Expenses $42.50K
Receivables
Other Receivables
Total Short-Term Assets $59.43K
YoY Change -59.92%
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments
YoY Change
Other Assets
YoY Change
Total Long-Term Assets $17.45M
YoY Change -17.58%
TOTAL ASSETS
Total Short-Term Assets $59.43K
Total Long-Term Assets $17.45M
Total Assets $17.51M
YoY Change -17.88%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $2.615M
YoY Change 203.81%
Accrued Expenses $3.616M
YoY Change 308.61%
Deferred Revenue
YoY Change
Short-Term Debt
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $7.600M
YoY Change 217.88%
LONG-TERM LIABILITIES
Long-Term Debt
YoY Change
Other Long-Term Liabilities
YoY Change
Total Long-Term Liabilities
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities $7.600M
Total Long-Term Liabilities
Total Liabilities $7.875M
YoY Change -39.07%
SHAREHOLDERS EQUITY
Retained Earnings -$8.564M
YoY Change -33.06%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$7.716M
YoY Change
Total Liabilities & Shareholders Equity $17.51M
YoY Change -17.88%

Cashflow Statement

Concept 2024 Q3 2024 Q2
OPERATING ACTIVITIES
Net Income $1.105M
YoY Change -593.29%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities
YoY Change
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities
YoY Change
Cash From Investing Activities
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities
YoY Change
NET CHANGE
Cash From Operating Activities
Cash From Investing Activities
Cash From Financing Activities
Net Change In Cash
YoY Change
FREE CASH FLOW
Cash From Operating Activities
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame Concept Type Concept / XBRL Key Value Unit
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PreferredStockSharesIssued
shares
CY2024Q2 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
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PreferredStockValue
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dei Document Type
DocumentType
10-Q
dei Document Quarterly Report
DocumentQuarterlyReport
true
dei Document Period End Date
DocumentPeriodEndDate
2024-06-30
dei Document Fiscal Year Focus
DocumentFiscalYearFocus
2024
dei Document Transition Report
DocumentTransitionReport
false
dei Entity File Number
EntityFileNumber
001-39961
dei Entity Registrant Name
EntityRegistrantName
BLUERIVER ACQUISITION CORP.
dei Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
E9
dei Entity Tax Identification Number
EntityTaxIdentificationNumber
98-1577027
dei Entity Address Address Line1
EntityAddressAddressLine1
250 West Nottingham Drive
dei Entity Address Address Line2
EntityAddressAddressLine2
Suite 400
dei Entity Address City Or Town
EntityAddressCityOrTown
San Antonio
dei Entity Address State Or Province
EntityAddressStateOrProvince
TX
dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
78209
dei City Area Code
CityAreaCode
(210)
dei Local Phone Number
LocalPhoneNumber
832-3305
dei Entity Current Reporting Status
EntityCurrentReportingStatus
Yes
dei Entity Interactive Data Current
EntityInteractiveDataCurrent
Yes
dei Entity Filer Category
EntityFilerCategory
Non-accelerated Filer
dei Entity Small Business
EntitySmallBusiness
true
dei Entity Emerging Growth Company
EntityEmergingGrowthCompany
true
dei Entity Ex Transition Period
EntityExTransitionPeriod
false
dei Entity Shell Company
EntityShellCompany
true
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us-gaap Net Income Loss
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CY2023Q4 us-gaap Stockholders Equity
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us-gaap Increase Decrease In Accrued Liabilities
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us-gaap Net Cash Provided By Used In Operating Activities
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us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect
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us-gaap Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect
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us-gaap Nature Of Operations
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b>Note 1 — Description of Organization, Business Operations and Liquidity</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has one subsidiary, BLUA Merger Sub LLC, a direct wholly owned subsidiary of the Company incorporated in Texas on July 17, 2023. As of June 30, 2024, the subsidiary had no activity.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company had not commenced any operations. All activity for the period from October 19, 2020 (inception) through 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 &amp; 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Trust Account Redemptions and Extension of Combination Period</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 2, 2024 up to 4 times by an additional 3 months each time until August 2, 2025, by resolution of the Board.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 $16,397,771 in cash held in the Trust Account.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Liquidity and Going Concern</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of June 30, 2024, the Company had approximately $17,000 in its operating bank account and a working capital deficit of approximately $7.5 million.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s 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, the loan of approximately $79,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company 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 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 June 30, 2024, the Company drew down an additional $345,000 under the Sponsor Note agreement. As of June 30, 2024 and December 31, 2023, there was $1,347,700 and $822,500, respectively, outstanding under the Working Capital Loans.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management has determined 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In 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. </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Risks and Uncertainties</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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. 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.</p>
dei Entity Incorporation Date Of Incorporation
EntityIncorporationDateOfIncorporation
2020-10-19
blua Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1 pure
us-gaap Proceeds From Other Equity
ProceedsFromOtherEquity
287500000 usd
CY2024Q2 us-gaap Sale Of Stock Price Per Share
SaleOfStockPricePerShare
10
CY2024Q2 us-gaap Investment Interest Rate
InvestmentInterestRate
0.046 pure
blua Percentage Of Aggregate Fair Market Value Of Asset
PercentageOfAggregateFairMarketValueOfAsset
0.80 pure
blua Business Acquisition Percentage Of Voting Interests To Be Acquired On Post Transaction Entity Minimum
BusinessAcquisitionPercentageOfVotingInterestsToBeAcquiredOnPostTransactionEntityMinimum
0.50 pure
blua Minimum Net Tangible Assets Upon Consummation Of Business Combination
MinimumNetTangibleAssetsUponConsummationOfBusinessCombination
5000001 usd
CY2024Q2 blua Minimum Shares Redemption Requiring Approval
MinimumSharesRedemptionRequiringApproval
0.15 pure
blua Percentage Obligation To Redeem Public Shares If Entity Does Not Complete A Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteABusinessCombination
1 pure
blua Months To Complete Acquisition
MonthsToCompleteAcquisition
P42M
blua Maximum Net Interest To Pay Dissolution Expenses
MaximumNetInterestToPayDissolutionExpenses
100000 usd
CY2024Q1 us-gaap Trustee Fees
TrusteeFees
0.025 usd
CY2024Q1 us-gaap Other Additional Capital
OtherAdditionalCapital
39193 usd
CY2024Q1 us-gaap Other Additional Capital
OtherAdditionalCapital
39193 usd
CY2024Q2 us-gaap Other Additional Capital
OtherAdditionalCapital
39193 usd
CY2024Q2 us-gaap Other Additional Capital
OtherAdditionalCapital
39193 usd
CY2024Q3 us-gaap Common Stock Issued Employee Trust Deferred
CommonStockIssuedEmployeeTrustDeferred
78386 usd
CY2024Q2 us-gaap Stock Issued During Period Shares Stock Options Exercised
StockIssuedDuringPeriodSharesStockOptionsExercised
1475947 shares
CY2024Q2 us-gaap Cash
Cash
16397771 usd
CY2024Q2 blua Operating Bank Account Balance
OperatingBankAccountBalance
17000 usd
CY2024Q2 blua Working Capital Deficit
WorkingCapitalDeficit
7500000 usd
blua Additional Withdraw Amount
AdditionalWithdrawAmount
345000 usd
CY2024Q2 blua Working Capital Loan
WorkingCapitalLoan
1347700 usd
CY2023Q4 blua Working Capital Loan
WorkingCapitalLoan
822500 usd
us-gaap Use Of Estimates
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<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Use of Estimates</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.</p>
CY2024Q2 us-gaap Investment Interest Rate
InvestmentInterestRate
0.046 pure
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><b><i>Concentration of Credit Risk</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company has significant cash balances at financial institutions which throughout the year that exceed the federally insured limit of $250,000. 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.</p>
CY2024Q2 us-gaap Cash Fdic Insured Amount
CashFDICInsuredAmount
250000 usd
us-gaap Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
590000 usd
CY2023Q3 blua Deferred Underwriting Fee
DeferredUnderwritingFee
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us-gaap Incremental Common Shares Attributable To Contingently Issuable Shares
IncrementalCommonSharesAttributableToContingentlyIssuableShares
9850000 shares
blua Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days
TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays
30 pure
CY2024Q2 us-gaap Other General And Administrative Expense
OtherGeneralAndAdministrativeExpense
150000 usd
us-gaap Other General And Administrative Expense
OtherGeneralAndAdministrativeExpense
300000 usd
CY2023Q2 us-gaap Other General And Administrative Expense
OtherGeneralAndAdministrativeExpense
150000 usd
us-gaap Other General And Administrative Expense
OtherGeneralAndAdministrativeExpense
300000 usd
CY2024Q2 us-gaap Selling General And Administrative Expense
SellingGeneralAndAdministrativeExpense
2052 usd
us-gaap Selling General And Administrative Expense
SellingGeneralAndAdministrativeExpense
2775 usd
CY2023Q2 us-gaap Selling General And Administrative Expense
SellingGeneralAndAdministrativeExpense
1141 usd
us-gaap Selling General And Administrative Expense
SellingGeneralAndAdministrativeExpense
1141 usd
blua Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
0.35
blua Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
10100000 usd
CY2023Q3 blua Extinguished Liability
ExtinguishedLiability
362250 usd
us-gaap Legal Fees
LegalFees
2000000 usd
CY2024Q2 blua Percentage Of Gross Proceeds From Investors
PercentageOfGrossProceedsFromInvestors
0.02 pure
blua Percentage Of Gross Proceeds Released From Trust Account
PercentageOfGrossProceedsReleasedFromTrustAccount
0.02 pure
us-gaap Defined Contribution Plan Employer Discretionary Contribution Amount
DefinedContributionPlanEmployerDiscretionaryContributionAmount
500000 usd
CY2024Q1 us-gaap Business Acquisition Pro Forma Income Loss From Continuing Operations Before Changes In Accounting And Extraordinary Items Net Of Tax Per Share Basic
BusinessAcquisitionProFormaIncomeLossFromContinuingOperationsBeforeChangesInAccountingAndExtraordinaryItemsNetOfTaxPerShareBasic
0.025
blua Classof Warrant Or Right Adjustment Of Redemption Price Of Warrants Or Rights Percentage Based On Market Value
ClassofWarrantOrRightAdjustmentOfRedemptionPriceOfWarrantsOrRightsPercentageBasedOnMarketValue
1 pure
blua Classof Warrant Or Right Adjustment Of Redemption Price Of Warrants Or Rights Percentage Of Newly Issued Price
ClassofWarrantOrRightAdjustmentOfRedemptionPriceOfWarrantsOrRightsPercentageOfNewlyIssuedPrice
1.80 pure
CY2024Q2 us-gaap Share Price
SharePrice
0.1
CY2022Q4 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
291425100 usd
CY2023 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
273410361 usd
CY2023 us-gaap Temporary Equity Issue Period Increase Or Decrease
TemporaryEquityIssuePeriodIncreaseOrDecrease
7635278 usd
CY2023 us-gaap Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
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CY2023Q4 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
20079711 usd
CY2024Q1 us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
3301573 usd
CY2024Q1 us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
292159 usd
CY2024Q1 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
17070297 usd
CY2024Q2 us-gaap Temporary Equity Accretion To Redemption Value
TemporaryEquityAccretionToRedemptionValue
279284 usd
CY2024Q2 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
17349581 usd
CY2024Q2 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000 shares
CY2024Q2 blua Convertible Stocks Conversion Ratio1
ConvertibleStocksConversionRatio1
0.20 pure
CY2024Q2 ecd Non Rule10b51 Arr Adopted Flag
NonRule10b51ArrAdoptedFlag
false
CY2024Q2 ecd Rule10b51 Arr Adopted Flag
Rule10b51ArrAdoptedFlag
false
CY2024Q2 ecd Rule10b51 Arr Trmntd Flag
Rule10b51ArrTrmntdFlag
false
CY2024Q2 ecd Non Rule10b51 Arr Trmntd Flag
NonRule10b51ArrTrmntdFlag
false
CY2023Q4 us-gaap Prepaid Expense Current
PrepaidExpenseCurrent
usd
CY2024Q2 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
usd
CY2023Q4 us-gaap Commitments And Contingencies
CommitmentsAndContingencies
usd
CY2023Q4 us-gaap Preferred Stock Value
PreferredStockValue
usd
CY2023Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
shares
CY2023Q4 us-gaap Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
shares
blua Change In Fair Value Of Working Capital Loan
ChangeInFairValueOfWorkingCapitalLoan
usd
us-gaap Share Based Compensation
ShareBasedCompensation
usd
us-gaap Payments To Acquire Assets Investing Activities
PaymentsToAcquireAssetsInvestingActivities
usd
CY2024Q2 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
usd
CY2023Q4 us-gaap Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
usd
CY2024Q2 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
usd
CY2023Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
usd
dei Amendment Flag
AmendmentFlag
false
dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
dei Document Fiscal Period Focus
DocumentFiscalPeriodFocus
Q2
dei Entity Central Index Key
EntityCentralIndexKey
0001831006

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0001213900-24-070736.txt Edgar Link pending
0001213900-24-070736-xbrl.zip Edgar Link pending
blua-20240630.xsd Edgar Link pending
ea0211511-10q_blueriver.htm Edgar Link pending
ea021151101ex31-1_blueriver.htm Edgar Link pending
ea021151101ex31-2_blueriver.htm Edgar Link pending
ea021151101ex32-1_blueriver.htm Edgar Link pending
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blua-20240630_cal.xml Edgar Link unprocessable
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ea0211511-10q_blueriver_htm.xml Edgar Link completed
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blua-20240630_def.xml Edgar Link unprocessable
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