​
As filed with the U.S. Securities and Exchange Commission on October 27, 2020 under the Securities Act of 1933, as amended.
No. 333-248551​
​
​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bluescape Opportunities Acquisition Corp.
(Exact name of registrant as specified in its charter)
​
​
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)
​
200 Crescent Court, 19th Floor
Dallas, Texas 75201
(469) 398-2200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
​
C. John Wilder
Chairman and Chief Executive Officer
200 Crescent Court, 19th Floor
Dallas, Texas 75201
(469) 398-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
​
Copies:
​
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
​
​
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
​
​ Large accelerated filer ​ ​ ☐ ​ ​ Accelerated filer ​ ​ ☐ ​ ​
​ Non-accelerated filer ​ ​ ☒ ​ ​ Smaller reporting company ​ ​ ☒ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ Emerging growth company ​ ​ ☒ ​ ​
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 7(a)(2)(B) of the Securities Act. ☐
​
CALCULATION OF REGISTRATION FEE
​ ​
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) ​ ​
​
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.
​
(2)
Includes 8,625,000 units, consisting of 8,625,000 Class A ordinary shares and 4,312,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
​
(3)
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share dividends, or similar transactions.
​
(4)
No fee pursuant to Rule 457(g).
​
(5)
Previously paid.
​
​
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
​
​
​
EXPLANATORY NOTE
Bluescape Opportunities Acquisition Corp. is filing this Amendment No. 5 to its registration statement on Form S-1 (File No. 333-248551) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
​
 
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits and Financial Statement Schedules.
​
(a)   The Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
​
Exhibit
No.
​ ​
Description
​
​ 1.1 ​ ​ Form of Underwriting Agreement.** ​
​ 3.1 ​ ​ Memorandum and Articles of Association.** ​
​ 3.2 ​ ​ Form of Amended and Restated Memorandum and Articles of Association.** ​
​ 4.1 ​ ​ Specimen Unit Certificate.* ​
​ 4.2 ​ ​ Specimen Class A Ordinary Share Certificate.** ​
​ 4.3 ​ ​ Specimen Warrant Certificate.** ​
​ 4.4 ​ ​ Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** ​
​ 5.1 ​ ​ Opinion of Kirkland & Ellis LLP.* ​
​ 5.2 ​ ​ Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.** ​
​ 10.1 ​ ​ Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.** ​
​ 10.2 ​ ​ Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor, ZP Master Utility Fund, Ltd. and the Holders signatory thereto.** ​
​ 10.3 ​ ​ Form of Private Placement Warrants Purchase Agreement among the Registrant, the Sponsor and ZP Master Utility Fund, Ltd.** ​
​ 10.4 ​ ​ Form of Indemnity Agreement.** ​
​ 10.5 ​ ​ Form of Administrative Services Agreement between the Registrant and the Sponsor.** ​
​ 10.6 ​ ​ Promissory Note, dated as of July 13, 2020, between the Registrant and the Sponsor.** ​
​ 10.7 ​ ​ ​
​ 10.8 ​ ​ Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.** ​
​ 10.9 ​ ​ Forward Purchase Agreement between the Registrant and Bluescape Sponsor LLC.** ​
​ ​ ​ Forward Purchase Agreement between the Registrant and ZP Master Utility Fund, Ltd.** ​
​ 23.1 ​ ​ Consent of Marcum LLP.** ​
​ 23.2 ​ ​ Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).* ​
​ 23.3 ​ ​ Consent of Maples and Calder (included on Exhibit 5.2).** ​
​ 24.1 ​ ​ Power of Attorney (included on signature page to the initial filing of this Registration Statement).** ​
​
*
Filed herewith.
​
**
Previously filed.
​
 
II-1
​​
 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, Texas, on the 27th day of October, 2020.
​ BLUESCAPE OPPORTUNITIES ACQUISITION CORP. ​
​ By: ​ ​ /s/ C. John Wilder ​
​ ​ ​ ​ Name:  C. John Wilder ​
​ ​ ​ ​ Title:   Chief Executive Officer ​
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
​
Name
​ ​
Position
​ ​
Date
​
​
/s/ C. John Wilder
​
C. John Wilder
​ ​ Chairman and Chief Executive Officer (Principal Executive Officer) ​ ​
October 27, 2020
​
​
*
​
Lillian Meyer
​ ​ Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) ​ ​
October 27, 2020
​
​
*
​
Jonathan Siegler
​ ​ Director, President and Chief Operating Officer ​ ​
October 27, 2020
​
​
*
​
Curtis Hébert, Jr.
​ ​ Director ​ ​
October 27, 2020
​
​
*
​
Graham van’t Hoff
​ ​ Director ​ ​
October 27, 2020
​
​
*
​
Duncan Palmer
​ ​ Director ​ ​
October 27, 2020
​
​
*By:
/s/ C. John Wilder
​
​
C. John Wilder
Attorney-in-Fact
​ ​ ​ ​ ​ ​ ​
 
II-2

 

Exhibit 4.1

 

SPECIMEN UNIT CERTIFICATE

 

NUMBER UNITS U-       

SEE REVERSE FOR

CERTAIN Bluescape Opportunities Acquisition Corp.

DEFINITIONS

 

CUSIP           

 

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE
REDEEMABLE

 

WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE

 

THIS CERTIFIES THAT                 is the owner of                 Units.

 

Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Bluescape Opportunities Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”), and (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable separately prior to                , 2021, unless Citigroup Global Markets Inc. elects to allow earlier separate trading, subject to the Company’s filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only warrant are exerciseable. The terms of the Warrants are governed by a Warrant Agreement, dated as of                , 2020, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

 

Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising such Units.

 

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

 

This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

 

Witness the facsimile signatures of its duly authorized officers.

 

By      
  Chief Executive Officer   Chief Financial Officer

 

 

 

 

Bluescape Opportunities Acquisition Corp.

 

The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM  —  as tenants in common

UNIF GIFT MIN ACT  —  Custodian

 

                                             
(Cust)                 (Minor)

 

TEN ENT  —  as tenants by the entireties

under Uniform Gifts to Minors Act

 

                                             

 

(State)

 

JT TEN  —  as joint tenants with right of survivorship and
not as tenants in common 		 

 

Additional abbreviations may also be used though not in the above list.

 

2 

 

 

For value received,                 hereby sells, assigns and transfers unto

 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

Units represented by the within Certificate, and do hereby irrevocably constitute and appoint                 Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.
 
Dated ____________  
Notice: The signature on this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

 

Signature(s) Guaranteed:

 

   

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE

GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND

LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN

APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,

PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULES).

 

In each case, as more fully described in the Company’s final prospectus dated                , 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.

 

3 

 

 

Exhibit 5.1

 

 

 

  601 Lexington Avenue  
  New York, NY 10022  
  United States  
    Facsimile:
  +1 212 446 4800 +1 212 446 4900
     
  www.kirkland.com  

 

October 27, 2020

 

Bluescape Opportunities Acquisition Corp.

200 Crescent Court, 19th Floor

Dallas, Texas 75201

 

Re:     Bluescape Opportunities Acquisition Corp. Registration Statement on Form S-l

 

Ladies and Gentlemen:

 

We are issuing this opinion in our capacity as special United States counsel to Bluescape Acquisition Corp., a Cayman Island exempted company (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-l (333-248551) originally filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2020 (the “Registration Statement”) of 66,125,000 units of the Company, including the underwriter’s over-allotment option to purchase an additional 8,625,000 units (collectively, the “Units”), with each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company and one-half of one redeemable warrant of the Company to purchase one Class A Ordinary Share (the “Warrants”).

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

 

In rendering the opinions stated herein, we have examined and relied upon the following:

 

(a)               the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between the Company and Citigroup Global Markets Inc., as sole underwriter (the “Underwriter”), relating to the sale by the Company to the Underwriter of the Units, filed as Exhibit 1.1 to the Registration Statement;

 

(b)               the form of Unit Certificate, filed as Exhibit 4.1 to the Registration Statement;

 

(c)               the form of Warrant Certificate, filed as Exhibit 4.3 to the Registration Statement; and

 

(d)              the form of Warrant Agreement proposed to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), filed as Exhibit 4.4 to the Registration Statement.

 

Beijing    Boston    Chicago    Dallas    Hong Kong    Houston    London    Los Angeles    Munich    Palo Alto    Paris    San Francisco    Shanghai    Washington, D.C. 

 

 

 

 

 

 

Page 2

 

For purposes of this letter, we have examined such other documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

 

We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York.

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

 

1.                  When the Units are delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

 

2.                  When the Units are delivered in accordance with the Underwriting Agreement upon payment of the agreed upon consideration therefor, the Warrants included in such Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms under the laws of the State of New York.

 

In addition, in rendering the foregoing opinions we have assumed that:

 

(a)               the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Warrant Agreement;

 

(b)               the Company has the corporate power and authority to execute, deliver and perform all its obligations under the Warrant Agreement and the Units;

 

(c)               neither the execution and delivery by the Company of the Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units: (i) conflicts or will conflict with the Amended and Restated Memorandum and Articles of Association of the Company, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject or (iv) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the laws of the State of New York); and

 

 

 

 

 

 

Page 3

 

(d)               neither the execution and delivery by the Company of the Warrant Agreement nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Units, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

 

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed doctrine in this area (such as substantive consolidation or equitable subordination) affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing, (iv) public policy considerations which may limit the rights of parties to obtain certain remedies, (v) any requirement that a claim with respect to any security denominated in other than U.S. dollars (or a judgment denominated in other than U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined in accordance with applicable law, (vi) governmental authority to limit, delay or prohibit the making of payments outside of the United States or in a foreign currency or currency unit and (vii) any laws except the laws of the State of New York. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the offering of the Units.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York be changed by legislative action, judicial decision or otherwise.

 

 

 

 

 

 

Page 4

 

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

 

  Very truly yours,
 
  /s/ Kirkland & Ellis LLP