Current Report Filing (8-k)
23 9월 2022 - 6:02AM
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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 22, 2022
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.) |
200 Crescent Court, 19th 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 1.01 Entry into a Material Definitive Agreement
On September 22, 2022, in connection with its Extraordinary General
Meeting held on September 22, 2022 (the “Extraordinary General Meeting”), Bluescape Opportunities Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (the “Trustee”) entered into Amendment No. 1
to the Investment Management Trust Agreement, dated October 27, 2020, to extend the date on which the Trustee must liquidate the
trust account established in connection with the Company’s initial public offering (the “trust account”) if the Company
has not completed its initial business combination from October 30, 2022 to October 20, 2023 (the “Trust Amendment”).
A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K
is incorporated by reference into this Item 5.03 to the extent required herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Extraordinary General Meeting, holders of 64,516,622 of the Company’s ordinary shares, which represents approximately 84.96% of the ordinary shares outstanding
and entitled to vote as of the record date of August 22, 2022, were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved (1) a
special resolution to amend the Amended and Restated Memorandum and Articles of Association of the Company (the “Extension Amendment”)
to extend the date by which the Company must (a) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses (a “business combination”), (b) cease its
operations except for the purpose of winding up if it fails to complete such business combination, and (c) redeem all of the Company’s
Class A ordinary shares included as part of the units sold in the Company’s initial public offering from October 30, 2022
to October 30, 2023 and (2) the proposal to approve the Trust Amendment. A copy of the Extension Amendment is attached to this
Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Approval of Extension Amendment
Votes For |
|
Votes Against |
|
Abstentions |
60,645,252 |
|
3,855,088 |
|
16,282 |
Approval of Trust Amendment
Votes For |
|
Votes Against |
|
Abstentions |
60,645,252 |
|
3,855,088 |
|
16,282 |
In connection with the vote to approve the Extension Amendment, the
holders of 53,350,554 Class A ordinary shares elected to redeem their shares for cash at a redemption price
of approximately $10.06 per share, for an aggregate redemption amount of approximately $536.5 million, leaving approximately $74.4
million in the trust account.
The information included in Item 1.01 is incorporated by reference
in this item to the extent required herein.
The proposal to adjourn the Extraordinary General Meeting to a later
date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or
otherwise in connection with, the Extension Amendment proposal or the Trust Amendment proposal, was not presented at the Extraordinary
General Meeting, as the Extension Amendment proposal and the Trust Amendment proposal received a sufficient number of votes required for
approval.
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 22, 2022
|
Bluescape Opportunities Acquisition Corp. |
|
|
|
|
By: |
/s/ C. John Wilder |
|
|
C. John Wilder |
|
|
Chief Executive Officer |
Bluescape Opportunities ... (NYSE:BOAC)
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