Amendment: SEC Form SC TO-I/A filed by BlackRock ESG Capital Allocation Term Trust

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

BlackRock ESG Capital Allocation Term Trust

(Name of Subject Company (Issuer))

BlackRock ESG Capital Allocation Term Trust

(Names of Filing Person(s) (Issuer))

Common Shares of Beneficial Interest, Par Value $0.001 per share

(Title of Class of Securities)

09262F100

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock ESG Capital Allocation Term Trust

50 Hudson Yards

New York, New York 10001

(800) 882-0052

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))

Copies to:

July 22, 2024

(Date Tender Offer First Published, Sent or Given to Security Holders)

Check the appropriate boxes below to designate any transactions to which this statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒

This Amendment No. 2 (this “Final Amendment”) relates to the Issuer Tender Offer Statement on Schedule TO originally filed on July 22, 2024, as amended and supplemented by Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed on August 21, 2024 (together, the “Schedule TO”), by BlackRock ESG Capital Allocation Term Trust, a Maryland statutory trust (the “Fund”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Fund (the “Offer”) to repurchase 2.5% of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”), in exchange for cash at a price equal to 98% of the net asset value (“NAV”) per Share determined as of the close of the regular trading session of the New York Stock Exchange, the principal market on which the Shares are traded, on the next day the NAV is calculated after the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 22, 2024 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.

This is the Final Amendment to the Schedule TO and is being filed to report the results of the Offer and to update Item 12 of the Schedule TO to include a press release announcing the final results of the Offer. A copy of the press release is attached hereto as Exhibit (a)(5)(iii). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase or the Schedule TO.

The following information is furnished to satisfy the requirements of Rule 13e-4(c)(4) under the Exchange Act:

Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Final Amendment does not modify any of the information previously reported in the Schedule TO, the Offer to Purchase or the Letter of Transmittal.

Item 1 through Item 9 and Item 11

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference into this Final Amendment in answer to Item 1 through Item 9 and Item 11 of the Schedule TO.

(a) The audited annual financial statements of the Fund dated December 31, 2023 and the schedule of investments of the Fund dated December 31, 2023, both filed with the SEC on EDGAR on Form N-CSR on March 6, 2024, are incorporated by reference. The unaudited semi-annual financial statements of the Fund dated June 30, 2023 and the schedule of investments of the Fund dated June 30, 2023, both filed with the SEC on EDGAR on Form N-CSRS on September 1, 2023, are incorporated by reference.

(b) Not applicable.

Item 12(a) of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(iii)  Press release issued on August 22, 2024 is filed herewith.

Filing Fee Exhibit is filed herewith.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Exhibit Index

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