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 Eastern Standard
Time
SAN FRANCISCO
& BOSTON--(BUSINESS WIRE)--Voltus, Inc. (“Voltus”), the leading Distributed Energy Resource (DER) software technology
platform, and Broadscale Acquisition Corp. (“Broadscale”) (Nasdaq: SCLE), a publicly-traded special purpose acquisition company,
today announced Voltus will be hosting a Virtual Investor Day on Tuesday, March 22, 2022 at 10 am EDT.
During
the two hour event, members of the Voltus executive team will provide an overview of Voltus, the first pure-play DER software technology
company that will go public, helping to enable a decentralized, decarbonized, digitized, resilient, and more affordable electricity system.
Management will review Voltus’s established record of rapid, high-margin, recurring-revenue growth within a massive addressable
market with potential to reach $120 billion by 2030, supported by macro tailwinds; the company’s growth strategy; and details of
its pending transaction. In addition, the formal presentation will be followed by a live question and answer session.
The event
will be virtual; to register click here. If you have questions for the management team, please submit them to investors@voltus.co before
or during the event. Webcast and presentation materials, as well as a replay of the webcast following the event, will be available on
the Voltus investor relations website (www.voltus.co/investors).
On November
30, 2021, Voltus and Broadscale entered into a definitive merger agreement. Upon the closing of the transaction, the combined company
will be named Voltus Technologies, Inc. and is expected to remain on the Nasdaq under the new ticker symbol “VLTS.” The transaction
is currently expected to close in the first half of 2022 and requires the approval of Broadscale’s stockholders, the Registration
Statement being declared effective by the SEC, and other customary closing conditions.
About
Voltus
Voltus
is the leading software technology platform connecting distributed energy resources to electricity markets, delivering less expensive,
more reliable, and more sustainable electricity. Our commercial and industrial customers and DER partners generate cash by allowing Voltus
to maximize the value of their flexible load, distributed generation, energy storage, energy efficiency, and electric vehicle resources
in these markets. To learn more, visit www.voltus.co.
About
Broadscale Acquisition Corp.
Broadscale
is a blank check company sponsored by a joint venture between Broadscale Group (led by Andrew L. Shapiro) and HEPCO Capital Management,
LLC (led by Jonathan Z. Cohen and Edward E. Cohen) that was formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities. The Company has focused its search
for a business combination target on opportunities that align with its mission of “Disruption for Good” -- that is, the transformation
of traditional industries in positive ways that generate tangible improvements to the well-being of the global population. To learn more,
visit www.broadscalespac.com.
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended, including certain financial forecasts and projections. All statements other than statements
of historical fact contained in this press release, including statements as to future results of operations and financial position, revenue
and other metrics, planned products and services, business strategy and plans, objectives of management for future operations of Voltus
market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some
of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,”
“expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,”
“predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,”
“forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are
subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied
by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered
reasonable by Broadscale and its management, and Voltus and its management, as the case may be, are inherently uncertain and many factors
may cause the actual results to differ materially from current expectations, which include, but are not limited to: 1) the occurrence
of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement with respect to
the business combination; 2) the outcome of any legal proceedings that may be instituted against Voltus, Broadscale, the combined company
or others following the announcement of the business combination and any definitive agreements with respect thereto; 3) the inability
to complete the business combination due to the failure to obtain the approval of the stockholders of Broadscale or Voltus, or to satisfy
other conditions to the closing of the business combination; 4) changes to the proposed structure of the business combination that may
be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business
combination; 5) the ability to meet Nasdaq’s listing standards following the consummation of the business combination; 6) the risk
that the business combination disrupts current plans and operations of Voltus as a result of the announcement and consummation of the
business combination; 7) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among
other things, competition and the ability of the combined company to grow and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; 8) costs related to the business combination; 9) changes in applicable laws
or regulations; 10) the possibility that Voltus or the combined company may be adversely affected by other economic, business and/or
competitive factors; 11) Voltus’s estimates of its financial performance; 12) the risk that the business combination may not be
completed in a timely manner or at all, which may adversely affect the price of Broadscale’s securities; 13) the risk that the
transaction may not be completed by Broadscale’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by Broadscale; 14) the impact of the novel coronavirus disease pandemic, including any
mutations or variants thereof, and its effect on business and financial conditions; 15) the inability to complete the PIPE investment
in connection with the business combination; and 16) other risks and uncertainties set forth in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in Broadscale’s registration statement on Form S-4 (File
No. 333-262287), filed with the SEC on January 21, 2022 (the “Registration Statement”), and other documents filed by Broadscale
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Nothing in this press release should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Neither Broadscale nor Voltus gives any assurance that either Broadscale or Voltus or the combined
company will achieve its expected results. Neither Broadscale nor Voltus undertakes any duty to update these forward-looking statements,
except as otherwise required by law.
Use
of Projections
This
press release may contain financial forecasts of Voltus. Neither Voltus’s independent auditors, nor the independent registered
public accounting firm of Broadscale, audited, reviewed, compiled or performed any procedures with respect to the projections for the
purpose of their inclusion in this press release, and accordingly, neither of them expressed an opinion or provided any other form of
assurance with respect thereto for the purpose of this press release. These projections should not be relied upon as being necessarily
indicative of future results. The projected financial information contained in this press release constitutes forward-looking information.
The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety
of significant business, economic, competitive, and other risks and uncertainties that could cause actual results to differ materially
from those contained in the prospective financial information. See “Forward-Looking Statements” above. Actual results may
differ materially from the results contemplated by the projected financial information contained in this press release, and the inclusion
of such information in this press release should not be regarded as a representation by any person that the results reflected in such
projections will be achieved.
Additional
Information and Where to Find It
In
connection with the proposed transaction, Broadscale has filed with the U.S. Securities and Exchange Commission the Registration Statement,
which included a preliminary proxy statement and a preliminary prospectus. After the Registration Statement has been declared effective,
Broadscale will mail a definitive proxy statement /prospectus relating to the proposed transaction to its stockholders as of the record
date established for voting on the proposed transactions. Broadscale’s stockholders and other interested persons are urged
to carefully read the Registration Statement, including the preliminary proxy statement / preliminary prospectus, and any amendments
thereto, and, when available, the definitive proxy statement/prospectus and other documents filed in connection with the proposed transaction,
as these materials contain, or will contain, important information about the proposed transaction and the parties to the proposed transaction.
Broadscale’s
stockholders and other interested persons will be able to obtain free copies of the Registration Statement, the preliminary proxy statement
/ preliminary prospectus, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC, without charge, when available, at the website maintained by the SEC at www.sec.gov.
The documents
filed by Broadscale with the SEC also may be obtained free of charge at Broadscale’s website at https://www.broadscalespac.com or
upon written request to 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103.
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED
UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants
in the Solicitation
Broadscale
and Voltus and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
Broadscale’s stockholders in connection with the proposed transactions. Broadscale’s stockholders and other interested persons
may obtain, without charge, more detailed information regarding the directors and executive officers of Broadscale listed in the Registration
Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Broadscale’s
stockholders in connection with the proposed business combination is set forth in the Registration Statement.
No
Offer or Solicitation
This
press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any
securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Contacts
Investor
Relations Contact – Voltus
Sioban Hickie, ICR, Inc.
Eduardo Royes, ICR, Inc.
Investors@Voltus.co
Media
Contact – Voltus
Matt Dallas, ICR, Inc.
VoltusPR@icrinc.com
Broadscale
Acquisition Corp.
John Hanna, Chief Financial Officer/Head of Acquisitions
jhanna@broadscalespac.com
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