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
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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.
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. | |
| | | | |
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| | By: | /s/ Jeffrey F. Brotman | |
| | Name: | Jeffrey F. Brotman | |
| | Title: | Chief Legal Officer and Secretary | |
