8-K 1 ea138761-8k_broadscale.htm CURRENT REPORT

 

 

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 or organization)   (Commission File Number)   (I.R.S. Employer Identification Number)

 

1845 Walnut Street, Suite 1111

Philadelphia, PA

  19103
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (646) 849-9975

 

Not Applicable

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant   SCLEU   NASDAQ Capital Market
Class A common stock, par value $0.0001 per share   SCLE   NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock    SCLEW   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 8.01. Other Events.

 

Separate Trading of Units, Class A common stock and Warrants

 

As previously reported on Current Reports on Form 8-K filed on February 18, 2021 and February 23, 2021, Broadscale Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of an aggregate of 34,500,000 units (the “Units”), including 4,500,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Shares”), and one-fourth of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one Class A Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000.

 

On April 1, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Shares and Warrants comprising the Units commencing on April 5, 2021. Those Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “SCLEU,” and the Class A Shares and Warrants that are separated will trade on The Nasdaq Capital Market under the symbols “SCLE” and “SCLEW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Shares and Warrants.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description

 

     
99.1   Press release dated April 1, 2021.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 1, 2021 BROADSCALE ACQUISITION CORP.  
       
       
  By:  /s/ Jeffrey F. Brotman  
  Name: Jeffrey F. Brotman  
  Title: Chief Legal Officer and Secretary