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BlueRiver Acquisition Corp. (NASDAQ: BLUA) has filed a Preliminary Proxy Statement (Schedule 14A) dated June 27, 2025 requesting shareholder approval for two key items at an Extraordinary General Meeting to be held on an unspecified date in 2025.
1. Extension Proposal
- The Board seeks authority to amend Articles 49.7 and 49.8 of the Cayman Islands charter so it can extend the SPAC’s deadline to consummate an initial business combination beyond the current August 2, 2025 termination date.
- The proposal allows up to four three-month extensions, potentially moving the deadline to August 2, 2026 (66 months post-IPO) without further shareholder votes.
- If no deal is completed by the extended deadline, the company must: (a) cease operations, (b) redeem all public Class A shares within 10 business days at the trust value per share, and (c) liquidate and dissolve in accordance with Cayman law.
- Holders of Public Shares retain redemption rights should the charter be amended in a way that affects their pre-combination protections.
2. Adjournment Proposal
- Authorises the meeting chair to adjourn the General Meeting to solicit additional proxies or disseminate supplemental disclosure if the Extension Proposal lacks sufficient support.
Background & Trust Account
- At IPO closing (January 28, 2021) approximately $287.5 million was placed in the Trust Account.
- Funds were converted to cash on March 28, 2023, then transferred to an interest-bearing demand deposit on May 4, 2023 currently yielding 3.60% per annum (variable rate).
- The filing notes regulatory uncertainty as to whether SPACs exceeding 24 months without a deal could be deemed “investment companies” under the Investment Company Act of 1940.
Rationale
- The Board states there may be insufficient time to close a business combination before August 2, 2025 and believes an extension is in shareholders’ best interests.
- No letter of intent or definitive agreement has been executed to date.
Key Dates & Voting
- Record date: June 27, 2025.
- Shareholders may vote in person at Goodwin Procter LLP, New York, or virtually; failure to vote has no effect on outcomes.
- The Board unanimously recommends voting “FOR” both proposals.
The proxy statement contains detailed procedures for redemption, voting, and adjournment. No other business matters, financial results, or transactions are disclosed in this preliminary filing.