0001818089
false
0001818089
2023-09-29
2023-09-29
0001818089
boac:UnitsEeachConsistingOfOneClassAOrdinaryShareDollar0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember
2023-09-29
2023-09-29
0001818089
us-gaap:CommonClassAMember
2023-09-29
2023-09-29
0001818089
boac:RedeemableWarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareMember
2023-09-29
2023-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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.
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
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=boac_UnitsEeachConsistingOfOneClassAOrdinaryShareDollar0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=boac_RedeemableWarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneClassAOrdinaryShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Bluescape Opportunities ... (NYSE:BOAC)
Historical Stock Chart
From Dec 2024 to Jan 2025
Bluescape Opportunities ... (NYSE:BOAC)
Historical Stock Chart
From Jan 2024 to Jan 2025