Amendment: SEC Form SCHEDULE 13D/A filed by BlackRock Innovation and Growth Term Trust

The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities.

The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States.

Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $444,856,136 was paid to acquire the Common Shares reported herein.

Item 4 is hereby amended and supplemented as follows: On January 20, 2025, Saba Capital Management, L.P. entered into a standstill agreement (the Agreement) with respect to the Issuer, pursuant to which the Issuer agreed to commence a cash tender offer to purchase 50% of its outstanding Common Shares at a price per share equal to 99.5% of the Issuer's net asset value per share (the Tender Offer). Saba Capital agreed to tender the Common Shares then owned by Saba Capital and one or more private funds, non-U.S. public funds or accounts managed by Saba Capital, subject to the terms and conditions therein. The Agreement also provides for customary standstill provisions during the period from the date of the Agreement through the date that is the earliest of (i) the day following the completion of the Issuer's 2027 annual meeting of shareholders or August 31, 2027, whichever is earlier, (ii) such date that the Issuer determines not to conduct or to discontinue the Tender Offer and (iii) August 18, 2025, if payment for the tendered Common Shares has not been made on or prior to that date. In connection with the Agreement, Saba Capital withdrew the shareholder proposal it had previously submitted to the Issuer, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, on October 9, 2024. The foregoing summary of the Agreement shall not be deemed complete and is qualified in its entirety by reference to the full text of the Agreement, the form of which is attached hereto as Exhibit 7 to this Schedule 13D/A and incorporated by reference herein.

See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 218,808,356 shares of common stock outstanding as of 10/11/24, as disclosed in the company's SC TO-I filed 10/18/24

See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

The transactions in the Common Shares effected since the filing of the Schedule 13D/A on 12/16/24 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares.

Mar-16-2023

The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6.

Exhibit 7 - Standstill Agreement Exhibit 8 - Schedule A