BOAC Bluescape Opportunities Acquisition Corp

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

September 29, 2023

 

 

Bluescape Opportunities Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands		001-39666		98-1547348
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

300 Crescent Court, 18th Floor Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (469) 398-2200

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant		BOAC.U		New York Stock Exchange
Class A Ordinary Shares included as part of the units		BOAC		New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50		BOAC WS		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On September 29, 2023, Bluescape Opportunities Acquisition Corp. (the “Company”) announced that it would not complete its initial business combination by October 30, 2023, the deadline for the Company to complete its initial business combination. A copy of an announcement by the Chairman of the Company’s board of directors related to such determination is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

 

Due to the Company not completing a business combination, as required by the Company’s Amended and Restated Memorandum and Articles of Association, on October 30, 2023, the Company will redeem (the “Redemption”) 100% of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”). The Redemption is expected to be completed on October 31, 2023 (the “Redemption Date”). In the Redemption, funds held in the Company’s trust account, less $100,000 to pay dissolution expenses and net of taxes payable, will be distributed to each holder of Public Shares on a pro rata basis (such amount, the “Redemption Amount”). Based upon the amount held in the trust account as of June 30, 2023, which was $74,408,965, the Company estimates that the per-share Redemption Amount will be approximately $10.04. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless upon the liquidation of the Company.

 

The Company anticipates that the Public Shares, as well as the Company’s publicly traded units, will cease trading as of the close of business on October 30, 2023. On September 28, 2023, The New York Stock Exchange (the “NYSE”) notified the Company that the NYSE determined to commence proceedings to delist the Company’s warrants from the NYSE and that trading in the Company’s warrants would be suspended immediately, due to trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. As a result of the expected expiration of the warrants, the Company does not intend to appeal the NYSE’s determination. On the Redemption Date, the Public Shares will be deemed canceled and will represent only the right to receive the Redemption Amount. The Company has been advised that the New York Stock Exchange will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. Thereafter, the Company will file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

Beneficial owners of the Public Shares held in “street name” will not need to take any action in order to receive their pro rata portion of the Redemption Amount. Holders of registered Public Shares will need to present their respective share certificates to the Company’s transfer agent, Continental Stock Transfer & Trust Company, to receive their pro rata portion of the Redemption Amount.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Announcement, dated September 29, 2023, by the Chairman of the Board of Directors of Bluescape Opportunities Acquisition Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 29, 2023

 

	Bluescape Opportunities Acquisition Corp.
	By:	/s/ C. John Wilder
		C. John Wilder
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

Bluescape Opportunities Acquisition Corp. Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination

 

DALLAS--(BUSINESS WIRE)--Bluescape Opportunities Acquisition Corp. (the “Company” or “BOAC”) (NYSE: BOAC), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), following the cessation of trading as of the close on October 30, 2023. Redemption is then expected to be completed on October 31, 2023. The Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”). 

 

As stated in the Company’s Articles and in the Company’s registration statement on Form S-1 (Registration No. 333-248551), initially filed with the United States Securities and Exchange Commission (the “Commission”) on September 2, 2020, if the Company is unable to complete an initial business combination by October 30, 2023, the Company will: (i)  cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

The per-share redemption price for the Public Shares will be approximately $10.04 (the “Redemption Amount”). The balance of the Trust Account as of June 30, 2023 was approximately $74,408,965. In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of interest and dividend income from the Trust Account to pay dissolution expenses.

 

As of the close of business on October 30, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

 

The Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement warrants. After October 30, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

 

The NYSE will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended.

 

Contacts

Media:
Bluescape Opportunities Acquisition Corp.
469-398-2200
BluescapeIR@bluescapepartners.com

 

 

v3.23.3

Cover	Sep. 29, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 29, 2023
Entity File Number	001-39666
Entity Registrant Name	Bluescape Opportunities Acquisition Corp.
Entity Central Index Key	0001818089
Entity Tax Identification Number	98-1547348
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	300 Crescent Court
Entity Address, Address Line Two	18th Floor
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	469
Local Phone Number	398-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	BOAC.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	BOAC
Security Exchange Name	NYSE
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	BOAC WS
Security Exchange Name	NYSE

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