8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2020

BLUESCAPE OPPORTUNITIES ACQUISITION CORP. (Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization)	001-39666 (Commission File Number)	98-1547348 (I.R.S. Employer Identification No.)
200 Crescent Court, 19th Floor Dallas, Texas 75201 (Address of principal executive offices)		90069 (Zip Code)

(469) 398-2200

Registrant’s telephone number, including area code

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:
¨ 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01. Other Events.

As previously reported, on October 30, 2020, Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 57,500,000 units (the “Units”).

On November 12, 2020, the Company announced the closing of its sale of an additional, and final, 3,250,000 Units pursuant to the partial exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $32,500,000. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 650,000 private placement warrants to Bluescape Sponsor LLC and an investment fund managed by Zimmer Partners, LP, generating gross proceeds to the Company of $650,000. Following the closing of the Over-Allotment Option, an aggregate amount of $607,500,000 has been placed in the Company’s trust account established in connection with the IPO.

Item 9.01. Financial Statements and Exhibits.

Exhibits
99.1	Unaudited Pro Forma Balance Sheet as of November 12, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2020	BLUESCAPE OPPORTUNITIES ACQUISITION CORP.
	By:	/s/ C. John Wilder
	Name:	C. John Wilder
	Title:	Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

Exhibit 99.1

BLUESCAPE OPPORTUNITIES ACQUISITION CORP.

PRO FORMA BALANCE SHEET

	Actual as of October 30, 2020			Pro Forma Adjustments				As Adjusted as of October 30, 2020
				Unaudited				Unaudited
ASSETS:
Current asset
Cash		1,653,833							1,653,833
Prepaid expenses		292,226							292,226
Total Current Assets		1,946,059							1,946,059
Cash held in Trust Account		575,000,000			32,500,000		(a)		607,500,000
					(650,000	)	(b)
					650,000		(d)
Total Assets		576,946,059			32,500,000				609,446,059
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current asset
Accounts payable and accrued expenses		913,746							913,746
Total Current Liabilities		913,746							913,746
Deferred underwriting commissions		20,125,000			1,137,500		(c)		21,262,500
Total Liabilities		21,038,746			1,137,500				22,176,246
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 55,090,731 and 58,226,981 shares (at approximately $10.00 per share)		550,907,311			31,362,500		(f)		582,269,811
Shareholders’ Equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 2,409,269 and 2,523,019 issued and outstanding		241			325		(a)		252
					(314	)	(f)
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 16,531,250 and 15,187,500 shares issued and outstanding		1,653			(134	)	(e)		1,519
Additional paid-in capital		5,036,000			(31,362,186	)	(f)		5,036,123
					32,499,675		(a)
					134		(e)
					(1,137,500	)	(c)
					(650,000	)	(b)
					650,000		(d)
Accumulated deficit		(37,892	)						(37,892	)
Total Shareholders’ Equity		5,000,002			0				5,000,002
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		576,946,059			32,500,000				609,446,059

See accompanying note to the pro forma balance sheet

BLUESCAPE OPPORTUNITIES ACQUISITION CORP.

NOTES TO PRO FORMA BALANCE SHEET

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Bluescape Opportunities Acquisition Corporation (the “Company”) as of October 30, 2020, adjusted for the partial closing of the underwriters’ over-allotment option and related transactions, which occurred on November 12, 2020, as described below.

On November 12, 2020, the Company consummated the closing of the sale of 3,250,000 additional units (the “Units”) at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $32,500,000 to the Company. Each Unit consists of one Class A ordinary share (the “Ordinary Share”) and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an additional 650,000 warrants (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, to Bluescape Sponsor LLC and an investment fund managed by Zimmer Partners, LP, generating gross proceeds of $650,000. Transaction costs amounted to $1,787,500, consisting of $650,000 in cash underwriting fees and $1,137,500 of additional underwriting fees, which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to partially exercise their over-allotment option, 1,343,750 Founder Shares were forfeited, resulting 15,187,500 Founder Shares outstanding. Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:

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	Pro forma entries:	Debt	Credit
a.	Cash held in Trust Account	32,500,000
	Class A ordinary shares		325
	Additional paid-in capital		32,499,675
	To record sale of 3,250,000 Units on over-allotment option at $10.00 per Unit.
b.	Additional paid-in capital	650,000
	Cash held in Trust Account		650,000
	To record payment of 2.0% of cash underwriting fee on over-allotment option.
c.	Additional paid-in capital	1,137,500
	Deferred underwriting fee payable		1,137,500
	To record the liability for the 3.5% deferred underwriting fees on over-allotment option.
d.	Cash held in Trust Account	650,000
	Additional paid in capital		650,000
	To record sale of 650,000 over-allotment Private Placement Warrants at $1.00 per warrant.
e.	Class B ordinary shares	134
	Additional paid in capital		134
	To record forfeiture of 1,343,750 Founder Shares
f.	Class A ordinary shares	314
	Additional paid-in capital	31,362,186
	Ordinary shares subject to redemption		31,362,500

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