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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Broadscale Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 6, 2023 |
Broadscale Acquisition Corp / Weiss Asset Management LP Passive Investment Converted by EDGARwiz CUSIP NO. 11134Y101 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Broadscale Acquisition Corp. - (Name of Issuer) Class A common stock, par value $0.0001 per share |
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| December 20, 2022 |
15-12G 1 ea170371-1512gbroadscale.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40057 BROADSCALE ACQU |
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| December 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2022 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporatio |
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| December 6, 2022 |
Certificate of Amendment of Amended and Restated Certificate of Incorporation EX-3.1 2 ea169688ex3-1broadscale.htm CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. BROADSCALE ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corpora |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 BROADSCALE ACQUIS |
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| November 8, 2022 |
DEF 14A 1 def14a1122broadscaleacq.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 12, 2022 |
Exhibit 10.1 CONFIDENTIAL TERMINATION AGREEMENT This TERMINATION AGREEMENT (the ?Agreement?), dated as of August 12, 2022 (the ?Effective Date?), is entered into by and among Broadscale Acquisition Corp., a Delaware corporation (?Acquiror?), Velocity Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (?Merger Sub?), and Voltus, Inc., a Delaware corporation (th |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2022 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporation) (Commi |
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| August 12, 2022 |
Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 BROADSCALE ACQUISITION |
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| August 12, 2022 |
Broadscale Acquisition Corp. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 Broadscale Acquisition Corp. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 August 12, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Myra Moosariparambil Craig Arakawa Anuja A. Majmudar Kevin Dougherty RE: Broadscale Acquisition Corp. Request for Withdrawal |
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| July 26, 2022 |
Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Voltus, Inc. The Absolute Return Podcast July 26, 2022 Welcome investors to The Absolute Return Podcast. Your source for stock m |
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| July 13, 2022 |
Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Voltus, Inc. Interview with SPACInsider July 13, 2022 CORPORATE PARTICIPANTS Gregg Dixon ? Voltus CEO Nick Clayton - SPACInsider |
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| July 13, 2022 |
As filed with the Securities and Exchange Commission on July 13, 2022 As filed with the Securities and Exchange Commission on July 13, 2022 Registration No. |
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| July 13, 2022 |
Specimen Common Stock Certificate of Voltus Technologies, Inc. EXHIBIT 4.6 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 TEN ENT ? as tenants by the entireties (Cust) (Minor) IT TEN ? as joint tenants with right of survivorship and not as tenants in comm |
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| July 5, 2022 |
Filed by Broadscale Acquisition Corp. 425 1 ea162464-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 |
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| July 1, 2022 |
Form of Indemnification Agreement of Voltus Technologies, Inc. Exhibit 10.25 Execution Version INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (?Agreement?) is made as of , 20 by and between Voltus Technologies, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and |
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| July 1, 2022 |
Exhibit 10.22 PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED ?[***].? SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION LOAN AND SECURITY AGREEMENT dated as of March 23, 2022 among Voltus, Inc., as Borrower, The Other Loan Parties Party Hereto and HSB |
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| July 1, 2022 |
Offer Letter, dated September 9, 2021, by and between Ashley Johnson Exhibit 10.23 September 9, 2021 Ashley Johnson [email protected] Re: Directorship Dear Ashley: On behalf of Voltus, Inc. (the ?Company?), I thank you for agreeing to be a member of the Company?s Board of Directors (the ?Board?). The Company looks forward to your expertise as it grows and strives to bring substantial value to its stakeholders. This offer letter (this ?Offer?) confirms the un |
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| July 1, 2022 |
As filed with the Securities and Exchange Commission on July 1, 2022 As filed with the Securities and Exchange Commission on July 1, 2022 Registration No. |
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| July 1, 2022 |
Offer Letter, dated April 30, 2021, by and between Selina Tobaccowala Exhibit 10.24 April 30, 2021 Selina Tobaccowala Re: Directorship Dear Selina: On behalf of Voltus, Inc. (the ?Company?), I thank you for agreeing to be a member of the Company?s Board of Directors (the ?Board?). The Company looks forward to your expertise as it grows and strives to bring substantial value to its stakeholders. This offer letter (this ?Offer?) confirms the understanding and agreemen |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 BROADSCALE ACQUISITIO |
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| April 29, 2022 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Voltus CEO Gregg Dixon on Why the Green Energy Movement will be Digitized / Know Who Drives Return April 27, 2022, 9:00 A.M. CO |
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| March 23, 2022 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Voice Over: Before we start, we need to address a few quick legal matters. First I'd like to remind everyone today's session wi |
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| March 22, 2022 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Forward-Looking Statements This communication contains certain ?forward-looking statements? within the meaning of the United St |
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| March 21, 2022 |
425 1 ea157162-425broadscaleacq.htm FORM 425 |
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| March 21, 2022 |
Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Voltus, Inc. Reports Full-Year 2021 Results Meaningfully Greater than Prior Guidance and Encourages Investors to Join Its Upcom |
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| March 18, 2022 |
Form of Option Agreement of Voltus, Inc. Exhibit 10.20 VOLTUS, INC. 2016 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT Voltus, Inc. (the ?Company?), pursuant to its 2016 Equity Incentive Plan (the ?Plan?), hereby grants to the participant set forth below (?Participant?), an option (the ?Option?) to purchase the number of shares of the Company?s Common Stock (referred to herein as ?Shares?) set forth below. Th |
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| March 18, 2022 |
Form of Proxy Card for the Broadscale Special Meeting Exhibit 99.1 |
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| March 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) BROADSCALE ACQUISITION CORP. |
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| March 18, 2022 |
Power of Attorney (including on signature page to the initial filing of the Registration Statement) As filed with the Securities and Exchange Commission on March 18, 2022 Registration No. |
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| March 18, 2022 |
Form of RSU Agreement of Voltus, Inc. Exhibit 10.19 VOLTUS, INC. 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Voltus, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2016 Equity Incentive Plan (as may be amended from time to time, the ?Plan?), hereby grants to the individual listed below (?Participant?), an award of Restricted Stock Units (?RSUs?). Each RSU represents the right to receive, in accordance |
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| March 18, 2022 |
Voltus, Inc. 2016 Equity Incentive Plan Exhibit 10.18 VOLTUS, INC. 2016 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the interests |
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| March 18, 2022 |
Form of Restricted Stock Purchase Agreement of Voltus, Inc. Exhibit 10.21 Voltus, Inc. 2016 EQUITY INCENTIVE PLAN STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT Pursuant to its 2016 Equity Incentive Plan (the ?Plan?), Voltus, Inc., a Delaware corporation (the ?Company?), hereby grants to the Purchaser listed below (?Purchaser?), the right to purchase the number of shares of the Company?s Common Stock set forth below (the ?Shares? |
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| March 15, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of Broadscale Acquisition Corp. Velocity Merger Sub Inc., a Delaware corporation |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40057 Broadscale Acquisi |
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| March 15, 2022 |
Description of Securities of Broadscale Acquisition Corp. Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of Broadscale Acquisition Corp. (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, bylaws and the Company?s warrant agreement with Continental Stock Transfer & T |
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| February 24, 2022 |
Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Subject: You?re invited to join Voltus?s Virtual Investor Day We are excited to invite you to Voltus?s Virtual Investor Day on |
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| February 24, 2022 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 LinkedIn Post: Twitter Post: Forward-Looking Statements This communication contains certain ?forward-looking statements? within |
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| February 23, 2022 |
425 1 ea156084-425broadscale.htm VOLTUS EXPLAINER VIDEO TRANSCRIPT Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 1 00:00:04,604 -> 00:00:07,841 - [Narrator] Our electricity |
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| February 23, 2022 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Gregg Dixon: It?s acting as a distributed energy resource that either inject their battery capacity back into the grid or simpl |
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| February 23, 2022 |
Voltus to Host Virtual Investor Day Tuesday, March 22 425 1 ea156090-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Voltus to Host Virtual Investor Day Tuesday, March 22 February 23, 2022 09:40 AM East |
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| February 17, 2022 |
425 1 ea155893-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 James West: Today I'm pleased to have with me the co-founder and CEO of Voltus, Gregg |
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| February 11, 2022 |
Broadscale Acquisition Corp / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d152720dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BROADSCALE ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 11134Y101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this |
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| February 11, 2022 |
Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 333-262287 Craig: We're very happy to have on the line Voltus' this co-founder and CEO, Gregg Dixon. The company is pending a formal publi |
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| February 8, 2022 |
Broadscale Acquisition Corp / COHEN JONATHAN Z - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Broadscale Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 11134Y 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 4, 2022 |
Broadscale Acquisition Corp / Weiss Asset Management LP Passive Investment CUSIP NO. 11134Y101 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Broadscale Acquisition Corp. - (Name of Issuer) Class A common stock, par value $0.0001 per share - (Title of Class of Secur |
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| February 2, 2022 |
Raymond James Webinar with Voltus Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Raymond James Webinar with Voltus Pavel Molchanov, Analyst, Raymond James: And welcome to this Raymond James's webinar. My name |
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| January 24, 2022 |
425 1 ea154421-425broadscale.htm BROADSCALE FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Broadscale Acquisition Corporation Announces Filing a Registration Statemen |
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| January 21, 2022 |
Employment Agreement for Gregg Dixon Exhibit 10.15 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into effective as of December 1, 2021 (the ?Effective Date?), by and between Gregg Dixon (?Executive?) and Voltus, Inc. (the ?Company?). The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive?s personal services to the Company; and Executive wishes to be em |
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| January 21, 2022 |
Consent of Dan Leff to be named as a director Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
As filed with the Securities and Exchange Commission on January 21, 2022 Registration No. |
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| January 21, 2022 |
Consent of Matthew Plante to be named as a director Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Form of Global Stock Option Agreement of Voltus Technologies, Inc. Exhibit 10.13 VOLTUS TECHNOLOGIES, INC. 2022 INCENTIVE AWARD PLAN GLOBAL STOCK OPTION GRANT NOTICE Voltus Technologies, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2022 Incentive Award Plan, as may be amended from time to time (the ?Plan?), hereby grants to the holder listed below (?Participant?), an option to purchase the number of shares of the Company?s Common Stock (the ?Sha |
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| January 21, 2022 |
Consent of Selina Tobaccowala to be named as a director Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Broadscale Acquisition Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) BROADSCALE ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 11134Y101 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to |
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| January 21, 2022 |
Consent of Tim Woodward to be named as a director Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Consent of Gregg Dixon to be named as a director Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Consent of Rajesh Atluru to be named as a director Exhibit 99.10 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments a |
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| January 21, 2022 |
Consent of Philip Deutch to be named as a director Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Consent of Ashley Johnson to be named as a director Exhibit 99.9 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Consent of Veery Maxwell to be named as a director Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Broadscale Acquisition Corp. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an |
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| January 21, 2022 |
Employment Agreement for Matthew Plante Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into effective as of December 1, 2021 (the ?Effective Date?), by and between Matthew Plante (?Executive?) and Voltus, Inc. (the ?Company?). The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive?s personal services to the Company; and Executive wishes to be |
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| January 21, 2022 |
Form of Global Restricted Stock Unit Award Agreement of Voltus Technologies, Inc. Exhibit 10.14 VOLTUS TECHNOLOGIES, INC. 2022 INCENTIVE AWARD PLAN GLOBAL RESTRICTED STOCK UNIT AWARD GRANT NOTICE Voltus Technologies, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2022 Incentive Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award of restricted stock units (?Restricted Stock Units? or ?RSUs? |
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| January 21, 2022 |
List of subsidiaries of Broadscale Acquisition Corp. Exhibit 21.1 SUBSIDIARIES OF BROADSCALE ACQUISITION CORP. Name of Subsidiary Jurisdiction of Organization Velocity Merger Sub Inc. Delaware |
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| January 21, 2022 |
Employment Agreement for Laurie Harrison Exhibit 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into effective as of December 1, 2021 (the ?Effective Date?), by and between Laurie Harrison (?Executive?) and Voltus, Inc. (the ?Company?). The Company desires to employ Executive and, in connection therewith, to compensate Executive for Executive?s personal services to the Company; and Executive wishes to b |
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| January 14, 2022 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Needham & Co. Annual Virtual Growth Conference Presentation ? Voltus Vikram Bagri, Analyst, Needham & Co.: Good morning, everyon |
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| December 14, 2021 |
Filed by Broadscale Acquisition Corp. 425 1 ea152303-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Subject line: Discover cash generating opportunities with Voltus Dear {NAME} Two weeks |
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| December 13, 2021 |
Filed by Broadscale Acquisition Corp. 425 1 ea152266-425broadscale.htm 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Forward-Looking Statements This communication contains certain “forward-looking statements” |
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| December 9, 2021 |
Filed by Broadscale Acquisition Corp. 425 1 ea152098-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Matt: Energy transition call with Voltus. My name is Matt and I will be your operator |
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| December 7, 2021 |
Filed by Broadscale Acquisition Corp. 425 1 ea151918-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Forward-Looking Statements This communication contains certain “forward-looking statem |
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| December 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 |
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| December 6, 2021 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Forward-Looking Statements This article contains certain ?forward-looking statements? within the meaning of the United States Pr |
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| December 6, 2021 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Forward-Looking Statements This communication contains certain ?forward-looking statements? within the meaning of the United Sta |
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| December 3, 2021 |
Filed by Broadscale Acquisition Corp. 425 1 ea151739-425broadscaleacq.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 {First Name}, I am excited to share with you that Voltus is on its way to become a |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporatio |
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| December 3, 2021 |
425 1 ea151738-425broadscaleacq.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 2 3 Forward-Looking Statements This communication contains certain “forward-looking |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporatio |
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| December 1, 2021 |
Sponsor Side Letter Agreement, dated as of November 30, 2021 EX-10.1 3 ea151435ex10-1broadscaleacq.htm SPONSOR SIDE LETTER AGREEMENT, DATED AS OF NOVEMBER 30, 2021 Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Broadscale Acquisition Corp., a Delaware corporation (the “Company” or “Acqui |
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| December 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 (November 30, 2021) BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction (Co |
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| December 1, 2021 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Voltus Voltus to Go Public in $1.3 Billion SPAC Deal Wednesday, December 1, 2021, 1:00 PM Eastern CORPORATE PARTICIPANTS Gregg D |
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| December 1, 2021 |
Filed by Broadscale Acquisition Corp. 425 1 ea151624-425broadscale.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Voltus TD Ameritrade Interview Wednesday, December 1, 2021 PARTICIPANTS Gregg Dixon - |
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| December 1, 2021 |
425 1 ea151578-425broadscaleacq.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Voltus, Inc. Commission File No. 001-40057 SUBJECT: Voltus to Become Publicly Traded Company on the Nasdaq Dear [Customer/Partner Name], As a |
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| December 1, 2021 |
Exhibit 99.1 Voltus, Inc. ? The Leading Distributed Energy Resource Software Technology Platform ? to Combine with Broadscale Acquisition Corp., Creating the First Public Pure-Play Company in the Industry ? Voltus is the leading software technology platform monetizing distributed energy resources (DERs) ? including demand response, distributed generation (e.g., solar), energy storage, energy effic |
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| December 1, 2021 |
Agreement and Plan of Merger, November 30, 2021 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BROADSCALE ACQUISITION CORP., VELOCITY MERGER SUB INC. and VOLTUS, INC. dated as of November 30, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 3 Section 1.2. Construction 20 Section 1.3. Knowledge 21 Article II THE MERGER; CLOSING Section 2.1. The Merger 21 Section 2.2. Effects of the Merge |
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| December 1, 2021 |
Filed by Broadscale Acquisition Corp. Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 Forward-Looking Statements This communication contains certain ?forward-looking statements? within the meaning of the United Sta |
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| December 1, 2021 |
EX-99.2 6 ea151435ex99-2broadscale.htm INVESTOR PRESENTATION, DATED AS OF NOVEMBER 30, 2021 Exhibit 99.2 Investor Presentation December 2021 2 This document contains selected proprietary and confidential information of Voltus, Inc . and its subsidiaries (“Voltus” or the “Company”) and Broadscale Acquisition Corp . (“Broadscale”) . The Company has retained Morgan Stanley & Co . LLC (together with i |
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| December 1, 2021 |
Sponsor Side Letter Agreement, dated as of November 30, 2021 EX-10.1 3 ea151435ex10-1broadscaleacq.htm SPONSOR SIDE LETTER AGREEMENT, DATED AS OF NOVEMBER 30, 2021 Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Broadscale Acquisition Corp., a Delaware corporation (the “Company” or “Acqui |
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| December 1, 2021 |
Form of Subscription Agreement EX-10.2 4 ea151435ex10-2broadscale.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 30, 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, substantially concurren |
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| December 1, 2021 |
EX-99.1 5 ea151435ex99-1broadscale.htm PRESS RELEASE, DATED AS OF DECEMBER 1, 2021 Exhibit 99.1 Voltus, Inc. – The Leading Distributed Energy Resource Software Technology Platform – to Combine with Broadscale Acquisition Corp., Creating the First Public Pure-Play Company in the Industry ● Voltus is the leading software technology platform monetizing distributed energy resources (DERs) – including |
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| December 1, 2021 |
425 1 ea151579-425broadscaleacq.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Voltus, Inc. Commission File No. 001-40057 SUBJECT: Exciting news - please read immediately Amigos, On behalf of the leadership team and our b |
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| December 1, 2021 |
Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Voltus, Inc. Commission File No. 001-40057 WSJ News Exclusive | Finance Electricity-Market Tech Platform Voltus Going Public in $1.3 Billion SPAC Deal As part of merger with Broadscale Ac |
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| December 1, 2021 |
Voltus Merger with Broadscale Acquisition Corp. Investor Conference Call Script December 1, 2021 425 1 ea151582-425broadscaleacq.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Voltus, Inc. Commission File No. 001-40057 Voltus Merger with Broadscale Acquisition Corp. Investor Conference Call Script December 1, 2021 Op |
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| December 1, 2021 |
Agreement and Plan of Merger, dated as of November 30, 2021(1) EX-2.1 2 ea151435ex2-1broadscaleacq.htm AGREEMENT AND PLAN OF MERGER, NOVEMBER 30, 2021 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BROADSCALE ACQUISITION CORP., VELOCITY MERGER SUB INC. and VOLTUS, INC. dated as of November 30, 2021 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS Section 1.1. Definitions 3 Section 1.2. Construction 20 Section 1.3. Knowledge 21 Art |
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| December 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 (November 30, 2021) BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction (Co |
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| December 1, 2021 |
Form of Subscription Agreement Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November 30, 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, substantially concurrently with the execution of this Subscription Agreement, the Issuer is e |
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| December 1, 2021 |
425 1 ea151610-425broadscaleacq.htm FORM 425 Filed by Broadscale Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Broadscale Acquisition Corp. Commission File No. 001-40057 2 3 4 5 6 7 Forward-Looking Statements This communication contains certain “forward |
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| December 1, 2021 |
Exhibit 99.2 Investor Presentation December 2021 2 This document contains selected proprietary and confidential information of Voltus, Inc . and its subsidiaries (?Voltus? or the ?Company?) and Broadscale Acquisition Corp . (?Broadscale?) . The Company has retained Morgan Stanley & Co . LLC (together with its affiliated and other applicable entities, which may include Morgan Stanley Realty Incorpo |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 BROADSCALE ACQUIS |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 BROADSCALE ACQUISITION |
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| June 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40057 BROADSCALE ACQUISITIO |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40157 85-3814555 (State or other jurisdiction of incorporation or |
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| May 28, 2021 |
Exhibit 99.1 Broadscale Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q NEW YORK, NY, May 28, 2021 (Globe Newswire) ? Broadscale Acquisition Corp. (NASDAQ: SCLE) (the ?Company?), a blank-check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on F |
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| April 1, 2021 |
EX-99.1 2 ea138761ex99-1broadscale.htm PRESS RELEASE DATED MARCH 31, 2021. Exhibit 99.1 Broadscale Acquisition Corp. Class A Common Shares and Warrants to Commence Trading Separately on April 5, 2021 NEW YORK, April 1, 2021 (Globe Newswire) – Broadscale Acquisition Corp. (NASDAQ:SCLEU) (the “Company”), today announced that the holders of the Company’s units may elect to separately trade the Class |
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| April 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2021 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporation o |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) BROADSCALE ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 11134Y200** (CUSIP Number) March 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 23, 2021 |
BROADSCALE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 BROADSCALE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Broadscale Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 17, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Broadscale Acquisi |
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| February 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2021 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporati |
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| February 22, 2021 |
SC 13G 1 SCLESC13G.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BROADSCALE ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 11134Y200** (CUSIP Number) FEBRUARY 12, 2021 (Date of event which requires filing of this statement) Check the appropriate |
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| February 18, 2021 |
EX-10.5 11 ea135661ex10-5broad.htm ADMINISTRATIVE SERVICES AGREEMENT, DATED FEBRUARY 11, 2021, BETWEEN THE COMPANY AND NOKOMIS ESG SPONSOR, LLC Exhibit 10.5 BROADSCALE ACQUISITION CORP. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 February 11, 2021 Nokomis ESG Sponsor, LLC 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 Re: Administrative Services Agreement Gentlemen: This letter ag |
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| February 18, 2021 |
Broadscale Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering Exhibit 99.1 Broadscale Acquisition Corp. Announces Pricing of Upsized $300 Million Initial Public Offering NEW YORK, Feb. 11, 2021 (GLOBE NEWSWIRE) - Broadscale Acquisition Corp. (the ?Company?) today announced the pricing of its upsized initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market and trade under the ticker symbo |
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| February 18, 2021 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2021 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40057 85-3814555 (State or other jurisdiction of incorporati |
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| February 18, 2021 |
EX-4.1 4 ea135661ex4-1broad.htm WARRANT AGREEMENT, DATED FEBRUARY 11, 2021, BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 11, 2021, is by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corpor |
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| February 18, 2021 |
EX-10.2 8 ea135661ex10-2broad.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED FEBRUARY 11, 2021, BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 11, 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Compa |
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| February 18, 2021 |
Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this ?Agreement?), dated as of February 11, 2021, is entered into by and between Broadscale Acquisition Corp., a Delaware corporation (the ?Company?), and Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an init |
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| February 18, 2021 |
EX-3.1 3 ea135661ex3-1broad.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON FEBRUARY 12, 2021 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. February 11, 2021 Broadscale Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation” |
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| February 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 18, 2021 |
Underwriting Agreement, dated February 11, 2021, between the Company and Morgan Stanley & Co. LLC. EX-1.1 2 ea135661ex1-1broad.htm UNDERWRITING AGREEMENT, DATED FEBRUARY 11, 2021, BETWEEN THE COMPANY AND MORGAN STANLEY & CO. LLC Exhibit 1.1 30,000,000 Units Broadscale Acquisition Corp. UNDERWRITING AGREEMENT February 11, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlem |
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| February 18, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 11, 2021, is made and entered into by and among Broadscale Acquisition Corp., a Delaware corporation (the ?Company?), and Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and any other parties listed on the signature page hereto (together with the sp |
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| February 18, 2021 |
Broadscale Acquisition Corp. Specimen Class A Common Stock Certificate Exhibit 4.3 NUMBER C- SHARES CUSIP 11134Y 101 SEE REVERSE FOR CERTAIN DEFINITIONS BROADSCALE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF Broadscale Acquisition Corp. (THE ?COMPANY?) transferable on the books of the |
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| February 18, 2021 |
Broadscale Acquisition Corp. Announces Closing of Upsized $345 Million Initial Public Offering Exhibit 99.2 Broadscale Acquisition Corp. Announces Closing of Upsized $345 Million Initial Public Offering NEW YORK, Feb. 17, 2021 (GLOBE NEWSWIRE) - Broadscale Acquisition Corp. (the ?Company?) today announced that it closed its upsized initial public offering of 34,500,000 units at a price of $10.00 per unit, which includes the exercise in full by the underwriter of its over-allotment option to |
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| February 18, 2021 |
Broadscale Acquisition Corp. Specimen Unit Certificate EX-4.2 5 ea135661ex4-2broad.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.2 NUMBER U- UNITS CUSIP 11134Y 200 SEE REVERSE FOR CERTAIN DEFINITIONS BROADSCALE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each U |
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| February 18, 2021 |
EX-10.1 7 ea135661ex10-1broad.htm LETTER AGREEMENT, DATED FEBRUARY 11, 2021, BY AND AMONG THE COMPANY, ITS OFFICERS, ITS DIRECTORS AND NOKOMIS ESG SPONSOR, LLC Exhibit 10.1 LETTER AGREEMENT February 11, 2021 Broadscale Acquisition Corp. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to |
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| February 16, 2021 |
$300,000,000 Broadscale Acquisition Corp. 30,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-252449 & 333-253016 $300,000,000 Broadscale Acquisition Corp. 30,000,000 Units Broadscale Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, whic |
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| February 11, 2021 |
S-1MEF 1 ea135352-s1mefbroadscale.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROADSCALE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-3814555 (State or o |
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| February 11, 2021 |
- FOR REGISTRATION OF CERTAIN CLASSES 8-A12B 1 ea135229-8a12bbroadscaleacq.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BROADSCALE ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3814555 (State or other |
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| February 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333-252449 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadscale Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3814555 (State or other jurisdiction |
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| February 9, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public off |
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| February 9, 2021 |
CORRESP 1 filename1.htm Broadscale Acquisition Corp. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 February 9, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N. E. Washington, D.C. 20549 Re: Broadscale Acquisition Corp. Registration Statement on Form S-1 Filed January 27, 2021, as amended File No. 333-252449 Ladi |
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| February 9, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 9, 2021. Registration No. 333-252449 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadscale Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3814555 (State or other jurisdiction |
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| February 9, 2021 |
CORRESP 1 filename1.htm February 9, 2021 VIA EDGAR TRANSMISSION Sherry Haywood U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: Broadscale Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed February 9, 2021 File No. 333-252449 Dear Ms. Haywood: On behalf of Broadscale Acquisition Corp., a Delaware corporat |
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| February 9, 2021 |
February 9, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 8, 2021 |
February 8, 2021 VIA EDGAR TRANSMISSION Sherry Haywood U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: Broadscale Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed February 3, 2021 File No. 333-252449 Dear Ms. Haywood: On behalf of Broadscale Acquisition Corp., a Delaware corporation (the ?Company?), we |
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| February 3, 2021 |
Form of Compensation Committee Charter Exhibit 99.5 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF BROADSCALE ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Broadscale Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive c |
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| February 3, 2021 |
Form of Warrant Purchase Agreement between the Registrant and Nokomis ESG Sponsor, LLC Exhibit 10.3 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of , 2021, is entered into by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public |
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| February 3, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.1(c) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. , 2021 Broadscale Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Broadscale Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed |
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| February 3, 2021 |
Administrative Support Services Agreement between the Registrant and Nokomis ESG Sponsor, LLC Exhibit 10.7 BROADSCALE ACQUISITION CORP. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 , 2021 [-] [2929 Arch Street, Suite 1703 Philadelphia, PA 19104] Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Broadscale Acquisition Corp. (the “Company”) and [-] (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date t |
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| February 3, 2021 |
Amended and Restated Bylaws of Broadscale Acquisition Corp. Exhibit 3.2(b) AMENDED AND RESTATED BYLAWS OF BROADSCALE ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s |
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| February 3, 2021 |
As filed with the U.S. Securities and Exchange Commission on February 2, 2021. Registration No. 333-252449 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadscale Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3814555 (State or other jurisdiction |
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| February 3, 2021 |
Consent of Lisa Coca, Director Nominee Exhibit 99.3 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE Broadscale Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei |
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| February 3, 2021 |
Specimen Class A Common Stock Certificate Exhibit 4.2 NUMBER C- SHARES CUSIP 11134Y 101 SEE REVERSE FOR CERTAIN DEFINITIONS BROADSCALE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF Broadscale Acquisition Corp. (THE “COMPANY”) transferable on the books of the |
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| February 3, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 7 fs12021a1ex4-4broadscale.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant |
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| February 3, 2021 |
Exhibit 4.1 NUMBER U- UNITS CUSIP 11134Y 200 SEE REVERSE FOR CERTAIN DEFINITIONS BROADSCALE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- FOURTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common s |
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| February 3, 2021 |
Form of Audit Committee Charter Exhibit 99.4 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF BROADSCALE ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Broadscale Acquisition Corp., a Delaware corporation (the “Company”) is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and th |
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| February 3, 2021 |
Code of Business Conduct and Ethics Exhibit 14.1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS OF BROADSCALE ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Broadscale Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are |
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| February 3, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File |
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| February 3, 2021 |
Form of Registration Rights Agreement between the Registrant and certain securityholders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and Nokomis ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and a |
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| February 3, 2021 |
Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this [●] day of , 2021, by and between Broadscale Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Company t |
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| February 3, 2021 |
Promissory Note issued in favor of Nokomis ESG Sponsor LLC, dated December 11, 2020 EX-10.6 14 fs12021a1ex10-6broadscale.htm PROMISSORY NOTE ISSUED IN FAVOR OF NOKOMIS ESG SPONSOR LLC, DATED DECEMBER 11, 2020 Exhibit 10.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SEC |
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| February 3, 2021 |
Exhibit 10.1 LETTER AGREEMENT , 2021 Broadscale Acquisition Corp. 1845 Walnut Street, Suite 1111 Philadelphia, PA 19103 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Broadscale Acquisition Corp., a Delaware corporation (t |
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| February 3, 2021 |
Form of Underwriting Agreement Exhibit 1.1 25,000,000 Units Broadscale Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the several Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Broadscale Acquisition Corp., a Delaware corporation (the “Company”), agrees with the several underwriters named in S |
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| January 27, 2021 |
Certificate of Amendment dated December 11, 2020 Exhibit 3.1(b) CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. Broadscale Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate |
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| January 27, 2021 |
Power of Attorney (included on the signature page of this Registration Statement) As filed with the U.S. Securities and Exchange Commission on January 26, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadscale Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3814555 (State or other jurisdiction of incorporation or orga |
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| January 27, 2021 |
Consent of Georgia Levenson Keohane, Director Nominee Exhibit 99.1 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE Broadscale Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei |
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| January 27, 2021 |
BROADSCALE ACQUISITION CORP. ARTICLE I EX-3.2A 4 fs12021ex3-2abroadscaleacqu.htm BYLAWS Exhibit 3.2(a) BYLAWS OF BROADSCALE ACQUISITION CORP. ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date an |
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| January 27, 2021 |
Certificate of Incorporation dated November 5, 2020 Exhibit 3.1(a) CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. FIRST. The name of this corporation is BROADSCALE ACQUISITION CORP. (the “Corporation”). SECOND. Its registered office and place of business in the State of Delaware is Rodney Square, 1000 North King Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of the Registered Agent at such is Corporatio |
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| January 27, 2021 |
Consent of Alexander Karsner, Director Nominee Exhibit 99.2 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE Broadscale Acquisition Corp. intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to bei |
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| January 26, 2021 |
CORRESP 1 filename1.htm January 26, 2021 VIA EDGAR TRANSMISSION Sherry Haywood U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Re: Broadscale Acquisition Corp. Draft Registration Statement on Form S-1 Filed December 31, 2020 File No. 377-03982 Dear Ms. Haywood: On behalf of Broadscale Acquisition Corp., a Delaware corporation (the “Com |
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| December 31, 2020 |
CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION BROADSCALE ACQUISITION CORP. Exhibit 3.1(b) CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. Broadscale Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the ?Certificate of Amendment?) amends the provisions of the Corporation?s Certificate |
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| December 31, 2020 |
CERTIFICATE OF INCORPORATION BROADSCALE ACQUISITION CORP. Exhibit 3.1(a) CERTIFICATE OF INCORPORATION OF BROADSCALE ACQUISITION CORP. FIRST. The name of this corporation is BROADSCALE ACQUISITION CORP. (the ?Corporation?). SECOND. Its registered office and place of business in the State of Delaware is Rodney Square, 1000 North King Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of the Registered Agent at such is Corporatio |
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| December 31, 2020 |
BROADSCALE ACQUISITION CORP. ARTICLE I Exhibit 3.2(a) BYLAWS OF BROADSCALE ACQUISITION CORP. ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of di |
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| December 31, 2020 |
DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 31, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadscale Acquisition Corp. (Exact name of |
