Exhibit 3.1

 

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

 

BlueRiver Acquisition Corp. (ROC # 367278) (the “Company”)

 

TAKE NOTICE that by Minutes of an Extraordinary General Meeting of the Company dated 2 August 2024, the following special resolution was passed:

 

4.1Proposal 1 - Extension Amendment

 

RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the insertion of the following language in their place: 

 

49.7 In the event that the Company does not consummate a Business Combination within 54 months from the consummation of the IPO (the “Termination Date”) or such later time as the Members may approve in accordance with the Articles, the Company shall:

 

(a) cease all operations except for the purpose of winding up;

 

(b) 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 (less taxes payable and up to US $100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

 

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

Notwithstanding the foregoing, in the event that the Company has not consummated a Business Combination within 42 months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination for up to 4 times by an additional 3 months each time after the 42nd month from the closing of the IPO, by resolution of the Directors until 54 months from the closing of the IPO.

 

   
    Filed: 02-Aug-2024 16:02 EST
  www.verify.gov.ky File#: 367278 Auth Code: F74209722523

 

 

 

49.8 In the event that any amendment is made to the Articles:

 

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 54 months from the consummation of the IPO or such later time as the Members may approve in accordance with the Articles; or

 

(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment 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 taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.

 

/s/ Ashley Jervis  
Ashley Jervis  
Corporate Administrator  
for and on behalf of  
Maples Corporate Services Limited  
   
Dated this 2nd day of August 2024  

 

   
    Filed: 02-Aug-2024 16:02 EST
  www.verify.gov.ky File#: 367278 Auth Code: F74209722523