Termination of Material Agreement - Form 425

Item 1.02. Termination of a Material Definitive Agreement

As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2023, BlueRiver Acquisition Corp., a Cayman Islands exempted company ("BlueRiver" or the "Company") entered into an Agreement and Plan of Merger, dated July 21, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with BLUA Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of BlueRiver ("Merger Sub"), and Spinal Stabilization Technologies, LLC, a Texas limited liability company ("SST").

Also, as previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on February 7, 2024, the Company entered into an Amendment to the Merger Agreement on February 2, 2024 (the "Amendment") with SST and Merger Sub.

Termination of the Merger Agreement

On June 28, 2024 (the "Termination Date"), SST delivered a termination notice to BlueRiver (the "Termination Notice"), a copy of which is filed as Exhibit 2.1 hereto, which among other things provides for the termination of the Merger Agreement (as amended by the Amendment) pursuant to Section 11.01(d)(ii) of the Merger Agreement. No termination fee or other payment is due to any party to the Merger Agreement from any of the other parties as a result of the termination.

Termination of Sponsor Support Agreement

The Sponsor Support Agreement, dated as of July 21, 2023, among the Company, Merger Sub and SST and BlueRiver Ventures, LLC, a Cayman Islands limited liability company (the "Sponsor Support Agreement"), automatically terminated in accordance with its terms upon termination of the Merger Agreement. No termination fee or other payment is due to any party to the Sponsor Support Agreement from any of the other parties as a result of the termination.

The foregoing descriptions of the Merger Agreement and the Sponsor Support Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of such agreements which were previously filed with the SEC and are incorporated herein by reference.