Spinal Stabilization Technologies, LLC (?SST?) entered into a definitive business combination agreement to acquire BlueRiver Acquisition Corp. (NYSEAM:BLUA) from BlueRiver Ventures, LLC and others for approximately $260 million in a reverse merger transaction on July 21, 2023. Upon the closing of the proposed transaction between SST and BlueRiver, the combined company will operate as Spinal Stabilization Technologies and be listed on an approved stock exchange. SST shareholders will roll 100% of their existing SST equity holdings and are expected to own equity-linked securities representing approximately 70% of combined company on a non-fully diluted basis immediately following the closing of the proposed business combination, assuming 100% redemptions by BlueRiver?s public stockholders and a proposed future $40.0 million PIPE raise. Board of direcotrs of resulting issuer will consist of: Joe de Compiegne, Randall Mays, Vic Bertrand, Mark Novotny, and Dr. Phillips.

The transaction is subject to expiration of the waiting period under the HSR Act; regulatory approvals; the Class A common stock of Surviving company contemplated to be listed pursuant to the Merger agreement shall have been listed on an approved stock exchange; the requisite approval of the BlueRiver shareholders shall have been obtained; the requisite approval of the members of SST shall have been obtained; the registration statement on Form S-4 shall have become effective; BlueRiver shall have at least $5,000,001 of net tangible assets; and the satisfaction of other closing conditions, including the completion of mutual due diligence and a committed PIPE or other mutually satisfactory financing resulting in net proceeds of at least $10 million. BlueRiver?s and SST?s respective boards of directors have approved the transaction. The transaction is expected to close in the fourth quarter of 2023, or early 2024. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acts as BlueRiver?s exclusive financial advisor and lead capital markets advisor. Dan Espinoza of Goodwin Procter LLP is acting as BlueRiver?s legal counsel. Kreager Mitchell, PLLC is acting as SST?s legal counsel. Houlihan Capital, LLC acted as financial advisor as well as fairness opinion provider to BlueRiver Acquisition Corp.