|
Cayman Islands
|
| |
6770
|
| |
98-1547348
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Christian O. Nagler
Brooks W. Antweil Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800 |
| |
Derek J. Dostal
Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 11017 (212) 450-4000 |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | | | ||
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | | | | |
| | | | | | | Emerging growth company | | | ☒ | | |
| | |||||||||||||||||||||||||
Title of Each Class of Security Being Registered
|
| | |
Amount
Being Registered |
| | |
Proposed
Maximum Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1) |
| | |
Amount of
Registration Fee |
| |||||||||
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)
|
| | |
66,125,000 units
|
| | | | $ | 10.00 | | | | | | $ | 661,250,000 | | | | | | $ | 72,142.37 | | |
Class A ordinary shares included as part of the units(3)
|
| | |
66,125,000 shares
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Redeemable warrants included as part of the units(3)
|
| | |
33,062,500 warrants
|
| | | | | — | | | | | | | — | | | | | | | —(4) | | |
Total
|
| | | | | | | | | | | | | |
$661,250,000
|
| | | | $ | 72,142.37(5) | | |
| | |
Per Unit
|
| |
Total
|
|
Public offering price
|
| |
$10.00
|
| |
$575,000,000
|
|
Underwriting discounts and commissions(1)
|
| |
$0.55
|
| |
$31,625,000
|
|
Proceeds, before expenses, to us
|
| |
$9.45
|
| |
$543,375,000
|
|
|
Citigroup
|
| |
Barclays
|
|
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 30 | | | |
| | | | 31 | | | |
| | | | 67 | | | |
| | | | 68 | | | |
| | | | 71 | | | |
| | | | 72 | | | |
| | | | 74 | | | |
| | | | 75 | | | |
| | | | 80 | | | |
| | | | 109 | | | |
| | | | 120 | | | |
| | | | 122 | | | |
| | | | 124 | | | |
| | | | 147 | | | |
| | | | 158 | | | |
| | | | 164 | | | |
| | | | 164 | | | |
| | | | 164 | | | |
| | | | F-1 | | |
Name
|
| |
Position
|
|
C. John Wilder | | |
Executive Chairperson, Non-Independent Director and Chief Executive Officer
|
|
Jonathan Siegler | | | President and Chief Operating Officer, Non-independent Director | |
Lillian Meyer | | | Chief Financial Officer | |
Curtis Hébert, Jr. | | | Independent Director | |
Graham van’t Hoff | | | Independent Director | |
Duncan Palmer | | | Independent Director | |
Greg Gordon | | | Independent Non-Voting Board Observer | |
| | |
July 15, 2020
|
| |
Adjusted
|
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital deficit
|
| | | $ | (50,848) | | | | | $ | 555,888,652 | | |
Total assets
|
| | | $ | 79,652 | | | | | $ | 576,013,652 | | |
Total liabilities
|
| | | $ | 66,000 | | | | | $ | 20,125,000 | | |
Shareholders’ equity
|
| | | $ | 13,652 | | | | | $ | 5,000,002 | | |
Gross proceeds
|
| |
Without
Over-allotment Option |
| |
Over-allotment
Option Exercised |
| ||||||
Gross proceeds from units offered to public(1)
|
| | | $ | 575,000,000 | | | | | $ | 661,250,000 | | |
Gross proceeds from private placement warrants offered in the
private placement |
| | | $ | 13,500,000 | | | | | $ | 15,225,000 | | |
Total gross proceeds
|
| | | $ | 588,500,000 | | | | | $ | 676,475,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 11,500,000 | | | | | $ | 13,225,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Accounting fees and expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
SEC/FINRA Expenses
|
| | | | 225,739 | | | | | | 225,739 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Director & Officer liability insurance premiums
|
| | | | 300,000 | | | | | | 300,000 | | |
Miscellaneous
|
| | | | 19,261 | | | | | | 19,261 | | |
Total estimated offering expenses
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 576,000,000 | | | | | $ | 662,250,000 | | |
Held in trust account(3)
|
| | | $ | 575,000,000 | | | | | $ | 661,250,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
| | |
Amount
|
| |
% of
Total |
| ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6)
|
| | | | 395,000 | | | | | | 39.5% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 100,000 | | | | | | 10.0% | | |
Payment for office space, administrative and support services
|
| | | | 240,000 | | | | | | 24.0% | | |
NYSE continued listing fees
|
| | | | 165,000 | | | | | | 16.5% | | |
Working capital to cover miscellaneous expenses and reserves
|
| | | | 100,000 | | | | | | 10.0% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.00) | | | | | | | | | | | | (0.00) | | | | | | | | |
Increase attributable to public shareholders
|
| | | | 0.30 | | | | | | | | | | | | 0.26 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | | | | | | | 0.30 | | | | | | | | | | | | 0.26 | | |
Dilution to public shareholders
|
| | | | | | | | | $ | 9.70 | | | | | | | | | | | $ | 9.74 | | |
Percentage of dilution to public shareholders
|
| | | | | | | | | | 97.0% | | | | | | | | | | | | 97.4% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price per share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Class B Ordinary Shares(1)
|
| | | | 14,375,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.002 | | |
Public Shareholders
|
| | | | 57,500,000 | | | | | | 80.0% | | | | | | 575,000,000 | | | | | | 99.99% | | | | | $ | 10.00 | | |
| | | | | 71,875,000 | | | | | | 100.0% | | | | | $ | 575,025,000 | | | | | | 100.0% | | | | | | | | |
Numerator:
|
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Net tangible book deficit before this offering
|
| | | $ | (50,848) | | | | | $ | (50,848) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 576,000,000 | | | | | | 662,250,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value
|
| | | | 64,500 | | | | | | 64,500 | | |
Less: Deferred underwriting commissions
|
| | | | (20,125,000) | | | | | | (23,143,750) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (550,888,650) | | | | | | (634,119,900) | | |
| | | | $ | 5,000,002 | | | | | $ | 5,000,002 | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 16,531,250 | | | | | | 16,531,250 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (2,156,250) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 57,500,000 | | | | | | 66,125,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (55,088,865) | | | | | | (63,411,990) | | |
| | | | | 16,786,135 | | | | | | 19,244,260 | | |
| | |
July 15, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Note payable – related party(2)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 20,125,000 | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized;
-0- and 55,088,865 shares subject to possible redemption, actual and as adjusted, respectively |
| | | | — | | | | | | 550,888,650 | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized; -0- and 2,411,135 shares issued and outstanding (excluding -0- and 55,088,865 shares subject to possible redemption), actual and as adjusted,
respectively(3) |
| | | | — | | | | | | 241 | | |
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized; 16,531,250 and 14,375,000 shares issued and outstanding, actual and
as adjusted, respectively(1) |
| | | | 1,653 | | | | | | 1,438 | | |
Additional paid-in capital
|
| | | | 23,347 | | | | | | 5,009,671 | | |
Accumulated deficit
|
| | | | (11,348) | | | | | | (11,348) | | |
Total shareholders’ equity
|
| | | $ | 13,652 | | | | | $ | 5,000,002 | | |
Total capitalization
|
| | | $ | 13,652 | | | | | $ | 576,013,652 | | |
Name
|
| |
Position
|
|
C. John Wilder | | |
Executive Chairperson, Non-Independent Director and Chief Executive Officer
|
|
Jonathan Siegler | | | President and Chief Operating Officer, Non-Independent Director | |
Lillian Meyer | | | Chief Financial Officer | |
Curtis Hébert, Jr. | | | Independent Director | |
Graham van’t Hoff | | | Independent Director | |
Duncan Palmer | | | Independent Director | |
Greg Gordon | | | Independent Non-Voting Board Observer | |
| | |
Redemptions in
Connection with Our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by Our Affiliates |
| |
Redemptions if We Fail
to Complete an Initial Business Combination |
|
Calculation of redemption price
|
| | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash | | | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such | | | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per public share), including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares. | |
| | |
Redemptions in
Connection with Our Initial Business Combination |
| |
Other Permitted
Purchases of Public Shares by Our Affiliates |
| |
Redemptions if We Fail
to Complete an Initial Business Combination |
|
| | | requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. | | | | |
Impact to remaining shareholders
|
| | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $575,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | $489,037,500 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | $575,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Receipt of interest on escrowed funds
|
| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target business
|
| | The NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on the NYSE for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. and Barclays Capital Inc. inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | |
exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
|
| | | |
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post- effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting. | | | | |
Business combination deadline
|
| | If we have not consummated an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
Release of funds
|
| |
Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
(i)
the completion of our initial business combination,
(ii)
the redemption of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering, subject to applicable law, and
(iii)
the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
|
| | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | |
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
|
| | | |
Name
|
| |
Age
|
| |
Position
|
|
C. John Wilder | | |
62
|
| | Chairman and Chief Executive Officer | |
Jonathan Siegler | | |
48
|
| | President and Chief Operating Officer | |
Lillian Meyer | | |
47
|
| | Chief Financial Officer | |
Curtis Hébert, Jr. | | |
57
|
| | Independent Director | |
Graham van’t Hoff | | |
58
|
| | Independent Director | |
Duncan Palmer | | |
54
|
| | Independent Director | |
Greg Gordon | | |
49
|
| | Independent Non-Voting Board Observer | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
C. John Wilder | | | Bluescape Energy Partners(1) | | | Private Equity | | | Founder and Executive Chairman | |
| | | Parallel Resource Partners | | | Private Equity | | | Founder and Executive Chairman | |
| | | Bluescape Resources Company and affiliates | | | Private Investment Company | | | Founder and Executive Chairman | |
| | | Texas Health Resources | | | Hospital System | | | Director | |
| | | McCombs School of Business at The University of Texas at Austin | | | Graduate School | | | Advisory Board Member | |
| | | A.B. Freeman School of Business at Tulane University | | | Graduate School | | | Advisory Board Member | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Jonathan Siegler | | | Bluescape Energy Partners | | | Private Equity | | | Managing Director, Partner and Chief Financial Officer | |
| | | Parallel Resource Partners | | | Private Equity | | | Managing Director and Chief Financial Officer | |
| | | Bluescape Resources Company and affiliates | | | Private Investment Company | | | Managing Director | |
Lillian Meyer | | | Bluescape Energy Partners | | | Private Equity | | | Managing Director | |
| | | Bluescape Resources Company and affiliates | | | Private Equity | | | Managing Director | |
Curtis Hébert, Jr. | | | Bipartisan Policy Center | | | Government Policy | | | Co-Chair of Energy Reliability Task Force | |
| | | Brunini, Grantham, Grower & Hewes, PLLC | | | Legal Services | | | Partner | |
Duncan Palmer | | | Cushman & Wakefield | | | Real Estate Services | | | Chief Financial Officer | |
| | | Oshkosh Corporation | | | Vehicle & Equipment Supplier | | | Director | |
Greg Gordon | | | Zimmer Partners, LP | | | Hedge Fund | | | Head of North American Utilities | |
| | |
Number of Shares
Beneficially Owned(2) |
| |
Approximate
Percentage of Issued and Outstanding Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Before
Offering |
| |
After
Offering |
| ||||||||||||
Bluescape Sponsor LLC (our sponsor)
|
| | | | 16,486,250(3)(4) | | | | | | 99.7% | | | | | | 20.0% | | |
C. John Wilder
|
| | | | 16,486,250(3)(4) | | | | | | 99.7% | | | | | | 20.0% | | |
Curt Hébert, Jr.
|
| | | | 15,000(5) | | | | | | * | | | | | | * | | |
Graham van’t Hoff
|
| | | | 15,000(5) | | | | | | * | | | | | | * | | |
Duncan Palmer
|
| | | | 15,000(5) | | | | | | * | | | | | | * | | |
All officers and directors as a group
(six individuals) |
| | | | 16,531,250 | | | | | | 100% | | | | | | 20.0% | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤ $10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥ 18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriters
|
| |
Number
of Units |
| |||
Citigroup Global Markets Inc.
|
| | | | | | |
Barclays Capital Inc.
|
| | | | | | |
Total
|
| | | | 57,500,000 | | |
| | | | ||||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 31,625,000 | | | | | $ | 36,368,750 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ASSETS: | | | | | | | |
|
Current asset – Cash
|
| | | $ | — | | |
|
Prepaid expenses
|
| | | | 15,152 | | |
|
Deferred offering costs
|
| | | | 64,500 | | |
|
Total Assets
|
| | | $ | 79,652 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
|
Current liabilities – Accounts payable and accrued expenses
|
| | | $ | 1,500 | | |
|
Accrued offering costs
|
| | | | 64,500 | | |
|
Total Liabilities
|
| | | | 66,000 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity: | | | | | | | |
|
Preferred shares, $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, none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 16,531,250 shares issued and outstanding(1)(2)
|
| | | | 1,653 | | |
|
Additional paid-in capital
|
| | | | 23,347 | | |
|
Accumulated deficit
|
| | | | (11,348) | | |
|
Total Shareholder’s Equity
|
| | | | 13,652 | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 79,652 | | |
| EXPENSES | | | | | | | |
|
Formation costs and accounting fees
|
| | | $ | 11,348 | | |
|
Net Loss
|
| | | $ | (11,348) | | |
|
Weighted average ordinary shares outstanding – basic and diluted(1)(2)
|
| | | | 14,375,000 | | |
|
Net loss per ordinary share – basic and diluted
|
| | | $ | (0.00) | | |
| | |
Class B Ordinary Shares(1)
|
| |
Additional Paid-in
Capital |
| |
Accumulated
Deficit |
| |
Shareholder’s
Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of July 9, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor at approximately $0.0001 per share(1)(2)
|
| | | | 16,531,250 | | | | | | 1,653 | | | | | | 23,347 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (11,348) | | | | | | (11,348) | | |
Balance as of July 15, 2020
|
| | | | 16,531,250 | | | | | $ | 1,653 | | | | | $ | 23,347 | | | | | $ | (11,348) | | | | | $ | 13,652 | | |
|
Cash Flows From Operating Activities:
|
| | | | | | |
|
Net loss
|
| | | $ | (11,348) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Accrued formation and offering costs
|
| | | | 1,500 | | |
|
Prepaid formation expenses
|
| | | | (15,152) | | |
|
Net Cash Used In Operating Activities
|
| | | | (25,000) | | |
|
Cash Flows From Financing Activities:
|
| | | | | | |
|
Proceeds from issuance of Class B ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Net Cash Provided By Financing Activities
|
| | | | 25,000 | | |
|
Net Change In Cash
|
| | | | — | | |
|
Cash at beginning of period
|
| | | | — | | |
|
Cash at end of period
|
| | | $ | — | | |
|
Non-Cash investing and financing activities:
|
| | | | | | |
|
Deferred offering costs included in accrued formation and offering costs
|
| | | $ | 64,500 | | |
|
Citigroup
|
| |
Barclays
|
|
|
SEC expenses
|
| | | $ | 104,489 | | |
|
FINRA expenses
|
| | | | 121,250 | | |
|
Accounting fees and expenses
|
| | | | 30,000 | | |
|
Printing and engraving expenses
|
| | | | 40,000 | | |
|
Legal fees and expenses(1)
|
| | | | 300,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Director & Officers liability insurance premiums(2)
|
| | | | 300,000 | | |
|
Miscellaneous
|
| | | | 19,261 | | |
|
Total
|
| | | | 1,000,000 | | |
| BLUESCAPE OPPORTUNITIES ACQUISITION CORP. | | |||
| By: | | | /s/ C. John Wilder | |
| | | | Name: C. John Wilder | |
| | | | Title: Chief Executive Officer | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ C. John Wilder
C. John Wilder
|
| | Chairman and Chief Executive Officer (Principal Executive Officer) | | |
October 26, 2020
|
|
|
*
Lillian Meyer
|
| | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | |
October 26, 2020
|
|
|
*
Jonathan Siegler
|
| | Director, President and Chief Operating Officer | | |
October 26, 2020
|
|
|
*
Curtis Hébert, Jr.
|
| | Director | | |
October 26, 2020
|
|
|
*
Graham van’t Hoff
|
| | Director | | |
October 26, 2020
|
|
|
*
Duncan Palmer
|
| | Director | | |
October 26, 2020
|
|
|
*By:
/s/ C. John Wilder
C. John Wilder
Attorney-in-Fact |
| | | | | | |