SCLE Broadscale Acquisition
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(State or other jurisdiction|
of incorporation or organization)
|(Commission File Number)||(I.R.S. Employer |
1845 Walnut Street, Suite 1111
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (646) 849-9975
(Former name or former address, if changed since last report)
|☐||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)|
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 ☒
Item 8.01. Other Events.
On February 17, 2021, Broadscale Acquisition Corp. (the “Company”) consummated the sale of 34,500,000 units (the “Units”) in its initial public offering (the “IPO”), including the issuance of 4,500,000 Units as a result of the Underwriters' exercise of their Over-Allotment Option (as defined below) in full. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-fourth of one redeemable warrant (each, a “Warrant”), where each whole Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment as provided in the Company’s registration statement on Form S-1, initially filed with the Securities and Exchange Commission on January 27, 2021 (File No. 333-252449). The Units were sold in the IPO at an offering price of $10.00 per Unit for gross proceeds of $345,000,000 (before underwriting discounts and commissions and offering expenses). The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 4,500,000 additional Units solely to cover over-allotments, if any (the “Over-Allotment Option”); and on February 12, 2021, the Underwriters notified the Company that they were exercising the Over-Allotment Option in full.
On February 17, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 6,266,667 warrants (the “Placement Warrants”) in a private placement transaction at a price of $1.50 per Placement Warrant, generating gross proceeds of $9,400,000. The Placement Warrants were purchased by the Company’s sponsor, Nokomis ESG Sponsor, LLC.
A total of $345,000,000 of the net proceeds from the IPO and the Private Placement (which includes approximately $12,075,000 of the Underwriters’ deferred discount) were placed in a trust account established for the benefit of the Company’s public stockholders at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee.
An audited balance sheet as of February 17, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
|99.1||Audited balance sheet as of February 17, 2021.|
Dated: February 23, 2021
|BROADSCALE ACQUISITION CORP.|
|By:||/s/ Jeffrey F. Brotman|
|Name: Jeffrey F. Brotman|
|Title: Chief Legal Officer and Secretary|