0001104659-21-020639.txt : 20210211 0001104659-21-020639.hdr.sgml : 20210211 20210211153850 ACCESSION NUMBER: 0001104659-21-020639 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 GROUP MEMBERS: C. JOHN WILDER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Bluescape Sponsor LLC CENTRAL INDEX KEY: 0001829626 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92153 FILM NUMBER: 21619288 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT, SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 469-398-2200 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT, SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bluescape Opportunities Acquisition Corp. CENTRAL INDEX KEY: 0001818089 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT, SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 469-398-2200 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT, SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 tm215847d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

Bluescape Opportunities Acquisition Corp.

(Name of Issuer)

 

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

G1195N 105

(CUSIP Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  ¨ Rule 13d-1(b)
  ¨ Rule 13d-1(c)
  x Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. G1195N 105

 

1. 

Names of Reporting Persons

 

Bluescape Sponsor LLC

 

2. 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

 

3. 

SEC Use Only

 

 

 

4. 

Citizenship or Place of Organization

 

Cayman Islands

 

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
5. 

Sole Voting Power

 

15,142,500 (1)

 

6. 

Shared Voting Power

 

0

 

7. 

Sole Dispositive Power

 

15,142,500 (1)

 

8. 

Shared Dispositive Power

 

0

 

9. 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,142,500 (1)

 

10. 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

 

 

 

11. 

Percent of Class Represented by Amount in Row (9)

 

19.9% (1)(2)

 

12. 

Type of Reporting Person (See Instructions)

 

OO

 

   

 

 

 

 

CUSIP No. G1195N 105

 

1. 

Names of Reporting Persons

 

C. John Wilder

 

2. 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨ (b) ¨

 

3. 

SEC Use Only

 

 

 

4. 

Citizenship or Place of Organization

 

United States

 

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
5. 

Sole Voting Power

 

0

 

6. 

Shared Voting Power

 

15,142,500 (1)

 

7. 

Sole Dispositive Power

 

0

 

8. 

Shared Dispositive Power

 

15,142,500 (1)

 

9. 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,142,500 (1)

 

10. 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

 

 

 

11. 

Percent of Class Represented by Amount in Row (9)

 

19.9% (1)(2)

 

12. 

Type of Reporting Person (See Instructions)

 

IN

 

 

 

 

 

CUSIP No. G1195N 105

 

(1) See Item 4. These are the Issuer’s Class B ordinary shares, which will automatically convert into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248551).

 

(2) Based on 60,750,000 Class A ordinary shares, $0.0001 par value, and 15,187,500 Class B ordinary shares, $0.0001 par value, issued and outstanding as of December 10, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 10, 2020 and assuming the conversion of all the shares of Class B ordinary shares held by Bluescape Sponsor LLC.

 

 

 

Item 1(a).

Name of Issuer

 

Bluescape Opportunities Acquisition Corp.

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

200 Crescent Court, 19th Floor

Dallas, TX 75201

 

Item 2(a).

Names of Persons Filing

 

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i)       Bluescape Sponsor LLC; and

 

(ii)       C. John Wilder.

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

The address of each of the Reporting Persons is:

 

200 Crescent Court, 19th Floor

Dallas, TX 7520

 

Item 2(c).

Citizenship

 

Bluescape Sponsor LLC is a limited liability company formed in the State of Delaware.

 

C. John Wilder is a citizen of the United States.

 

Item 2(d).

Title of Class of Securities

 

Class A ordinary shares, $0.0001 par value per share.

 

 

Item 2(e).

CUSIP Number

 

G1195N 105

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  ¨ (a) Broker or Dealer registered under Section 15 of the Exchange Act.
     
  ¨ (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  ¨ (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  ¨ (d) Investment company registered under Section 8 of the Investment Company Act.
     
  ¨ (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  ¨ (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
     
  ¨ (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
     
  ¨ (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
  ¨ (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
     
  ¨ (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
  ¨ Not applicable
       

 

 

 

Item 4. Ownership

 

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2020, the Reporting Persons may be deemed to beneficially own 15,142,500 shares of the Issuer’s Class B ordinary shares, representing 19.9% of the total Class A and Class B ordinary shares issued and outstanding. The Class B ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-248551).

 

C. John Wilder controls Bluescape Sponsor LLC, and as such has voting and investment discretion with respect to the securities held by Bluescape Sponsor LLC and may be deemed to have beneficial ownership of the securities held directly by Bluescape Sponsor LLC.

 

   
Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

 

   
Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

   
Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

   
Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

   
Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

   
Item 10.

Certification

 

Not Applicable

 

 

 

 

SIGNATURE

 

After reasonable 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.

 

 

DATE: February 11, 2021 Bluescape Sponsor LLC
     
  By: /s/ C. John Wilder
    Name: C. John Wilder
    Title: Executive Chairman

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 

EX-99.1 2 tm215847d1_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, $0.0001 par value per share, of the Bluescape Opportunities Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2021.

 

  Bluescape Sponsor LLC
     
  By: /s/ C. John Wilder
    Name: C. John Wilder
    Title: Executive Chairman