Blue Whale Acquisition Corp I (BWC) SC 13GBlue Whale Acquisition Corp I / GUGGENHEIM CAPITAL ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)* 

Blue Whale Acquisition Corp I

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

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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 the disclosures provided in a prior cover page.

The information required in 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).

Guggenheim Capital, LLC is a Delaware limited liability company.

Guggenheim Partners, LLC is a Delaware limited liability company.

GI Holdco II LLC is a Delaware limited liability company.

GI Holdco LLC is a Delaware limited liability company.

Guggenheim Partners Investment Management Holdings, LLC is a Delaware limited liability company.

Guggenheim Partners Investment Management, LLC is a Delaware limited liability company.

Class A Common Stock, par value $0.0001 per share

G1330M103

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

As of December 31, 2021, Guggenheim Capital, LLC may be deemed the beneficial owner of 2,056,221 Shares, which amount includes 2,033,321 Shares directly beneficially owned by GPIM, and indirectly by Guggenheim Partners Investment Management Holdings, LLC, GI Holdco LLC, GI Holdco II, LLC and Guggenheim Partners, LLC and 22,900 Shares held by Subsidiaries. GPIM shares investment discretion over 144,721 Shares with Subsidiaries. This amount excludes the Warrants to purchase Shares, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days.

(b) Percent of class:

Each of Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, and Guggenheim Partners Investment Management Holdings, LLC may be deemed to beneficially own 8.96% of the outstanding Shares and GPIM may be deemed to beneficially own approximately 8.86% of the outstanding Shares. GPIM and Subsidiaries share investment discretion over 0.63% of the outstanding Shares.

(c) Number of shares as to which the person has:

Guggenheim Capital, LLC, Guggenheim Partners, LLC, GI Holdco II LLC, GI Holdco LLC, and Guggenheim Partners Investment Management Holdings, LLC

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,056,221

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,056,221

GPIM

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,033,321

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,033,321

The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Blue Whale Acquisition Corp I dated as of December 31, 2021 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: February 14, 2022