Bluescape Opportunities Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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.
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Memorandum and Articles of Association | |
| 10.1 | Amendment No. 1, dated as of September 22, 2022, to the Investment Management Trust Agreement, dated as of October 27, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee | |
| 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 22, 2022
| Bluescape Opportunities Acquisition Corp. | ||
| By: | /s/ C. John Wilder | |
| C. John Wilder | ||
| Chief Executive Officer | ||