Amendment to Tender Offer Statement (Form SC TO-I/A)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

BlackRock Municipal Credit Alpha Portfolio, Inc.

(Name of Subject Company (Issuer))

BlackRock Municipal Credit Alpha Portfolio, Inc.

(Names of Filing Person(s) (Issuer))

Shares of Common Stock, Par Value $0.10 per share

(Title of Class of Securities)

Institutional Shares - 09262J102

Class A Shares - 09262J300

Class U Shares - 09262J409

(CUSIP Number of Class of Securities)

John M. Perlowski

BlackRock Municipal Credit Alpha Portfolio, Inc.

50 Hudson Yards

New York, New York 10001

(800) 882-0052

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person(s))

Copies to:

Margery K. Neale, Esq.		Janey Ahn, Esq.
Elliot J. Gluck, Esq.		BlackRock Advisors, LLC
Willkie Farr & Gallagher LLP		50 Hudson Yards
787 Seventh Avenue		New York, New York 10001
New York, New York 10019

August 20, 2025

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

This Amendment No. 1 ("Amendment No. 1") amends and supplements the Issuer Tender Offer Statement on Schedule TO filed on August 20, 2025 (the "Schedule TO") by BlackRock Municipal Credit Alpha Portfolio, Inc., a Maryland corporation (the "Fund"), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, in connection with an offer by the Fund (the "Offer") to purchase up to 50% of its issued and outstanding shares of common stock, par value $0.10 per share (including Institutional Shares, Class A Shares and Class U Shares, the "Shares"), in exchange for cash at the net asset value of the applicable class of Shares determined as of the close of the regular trading session of the New York Stock Exchange on the day the Offer expires, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 20, 2025 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO and in the Supplement No. 1 to the Offer to Purchase (the "Supplement"), a copy of which is filed as an exhibit to this Amendment.

At a meeting on September 10-11, 2025, the Board of Directors of the Fund approved the issuance of 350 Variable Rate Demand Preferred Shares, $100,000 liquidation preference per share, in a privately negotiated offering to a qualified institutional buyer as defined pursuant to Rule 144A under the Securities Act of 1933, as amended. The Fund may use the proceeds of the issuance to purchase Shares pursuant to the Offer. The issuance of the Variable Rate Demand Preferred Shares will provide the Portfolio with leverage. The use of leverage creates an opportunity for increased common share net investment income dividends, but also creates risks for the holders of Shares. Therefore, the Supplement hereby supplements and amends the information previously provided in the Offer to Purchase and the related Letter of Transmittal. The Supplement should be read in conjunction with the Offer to Purchase.

Except as specifically provided herein (and in the Supplement), the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged, and this Amendment No. 1 does not modify any of the information previously reported in the Schedule TO, the Offer to Purchase or the Letter of Transmittal.

Item 1 through Item 9 and Item 11

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference into this Amendment No. 1 in answer to Item 1 through Item 9 and Item 11 of the Schedule TO.

Item 10.

Financial Statements

(a) The audited annual financial statements of the Fund dated July 31, 2024 and the schedule of investments of the Fund dated July 31, 2024, both filed with the SEC on EDGAR on Form N-CSR on October 3, 2024, are incorporated by reference. The unaudited semi-annual financial statements of the Fund dated January 31, 2025 and the schedule of investments of the Fund dated January 31, 2025, both filed with the SEC on EDGAR on Form N-CSRS on April 7, 2025, are incorporated by reference.

(b) Not applicable.

Item 12.

Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(1)(iii) Supplement No. 1 to the Offer to Purchase, dated September 15, 2025, is filed herewith.

Item 12(c).

Filing Fees

Filing Fee Exhibit is filed herewith.

Item 13.

Information Required By Schedule 13E-3

Not applicable.

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SIGNATURE

After due 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.

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Exhibit Index

Exhibit Number		Description
(a)(1)(iii)		Supplement No. 1 to the Offer to Purchase, dated September 15, 2025 is filed herewith.
		Filing Fee Exhibit

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