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SCHEDULE 13D/A 0001510281 XXXXXXXX LIVE 24 Common Shares, $0.001 par value 02/24/2025 false 0001864843 09262F100 BlackRock ESG Capital Allocation Term Trust 100 Bellevue Parkway Wilmington DE 19809 Saba Capital Management, L.P. (212) 542-4635 405 Lexington Avenue, 58th Floor Attention: Michael D'Angelo New York NY 10174 0001510281 N Saba Capital Management, L.P. OO N DE 0 28552727 0 28552727 28552727 N 28.02 PN IA The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24. 0001608233 N Boaz R. Weinstein OO N NY 0 28552727 0 28552727 28552727 N 28.02 OO The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24. Y Saba Capital Management GP, LLC OO N DE 0 28552727 0 28552727 28552727 N 28.02 OO The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24. Common Shares, $0.001 par value BlackRock ESG Capital Allocation Term Trust 100 Bellevue Parkway Wilmington DE 19809 This Amendment No. 24 amends Items 3, 4, 5, and 7. This Schedule 13D/A is being jointly filed by: (i) Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital"); (ii) Saba Capital Management GP, LLC, a Delaware limited liability company ("Saba GP"); and (iii) Mr. Boaz R. Weinstein ("Mr. Weinstein"), (together, the "Reporting Persons"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the Common Shares reported herein. The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. The principal business of: (i) Saba Capital is to serve as investment manager to private and public investment funds and/or accounts, (ii) Saba GP is to serve as general partner of the Saba Capital and other affiliated entities, and (iii) Mr. Weinstein, an individual, is managing member of the general partner of Saba Capital and other affiliated entities. The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Saba GP is organized as a limited liability company under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $424,448,249 was paid to acquire the Common Shares reported herein. Item 4 is hereby amended and supplemented as follows: On February 24, 2025, Saba Capital Master Fund, Ltd., a private fund advised by Saba Capital, submitted to the Issuer a notice of intent to nominate a slate of eight independent trustee candidates comprised of (i) Ilya Gurevich, Shavar Jeffries, and Athanassios Diplas to serve as Class III Nominees (the "Class III Nominees"), (ii) David Littlewood and David Locala to serve as successors to two of the trustees who are currently serving as Class II holdover trustees (the "Class II Holdover Seat Nominees"), and (iii) Jennifer Raab, Thomas H. McGlade, and Elizabeth Groo to serve as successors to three of the trustees who are currently serving as Class I holdover trustees (the "2025 Class I Holdover Seat Nominees" and, together with the Class III Nominees and the Class II Holdover Seat Nominees, the "2025 Nominees"), for election to the Board at the Issuer's 2025 annual meeting of shareholders (the "2025 Annual Meeting"). In connection with the 2025 Annual Meeting, each of the 2025 Nominees has entered into a nomination agreement (collectively, the "2025 Nominee Agreement") with Saba Capital substantially in the form attached as Exhibit 10 to this Schedule 13D/A, whereby such 2025 Nominees agreed to become members of a slate of nominees and stand for election as trustees of the Issuer in connection with a proxy solicitation which may be conducted in respect of the 2025 Annual Meeting, and Saba Capital agreed to defend and indemnify such 2025 Nominees against, and with respect to, any losses that may be incurred by such 2025 Nominees in the event they become a party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election. The foregoing summary of the 2025 Nominee Agreement is not complete and is qualified in its entirety by reference to the full text of the form of 2025 Nominee Agreement, a copy of which is attached as Exhibit 10 and is incorporated by reference herein. See the Reporting Persons section of this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons. The percentages used herein are calculated based upon 101,893,121 shares of common stock outstanding as of 6/30/24, as disclosed in the company's N-CSRS filed 9/5/24. See the Reporting Persons section of this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. No transactions in the Common Shares within the past sixty days. The funds and accounts advised by Saba Capital have the right to receive the dividends and proceeds of sales from the Common Shares. Not Applicable. Not Applicable Exhibit 10 - Form of Nominee Agreement Saba Capital Management, L.P. /s/ Michael D'Angelo General Counsel 02/25/2025 Boaz R. Weinstein /s/ Michael D'Angelo Authorized Signatory 02/25/2025 Saba Capital Management GP, LLC /s/ Michael D'Angelo Attorney-in-fact* 02/25/2025 Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823