Broadscale Acquisition Corp. (Nasdaq: SCLE) (“Broadscale”), a
publicly-traded special purpose acquisition company, and Voltus,
Inc. (“Voltus”), the leading software technology platform
monetizing distributed energy resources (DERs), enabling global
electricity grids to decentralize, decarbonize, and digitize,
delivering less expensive, more reliable, and cleaner power,
announced that Broadscale filed a registration statement on Form
S-4 (the “Registration Statement”) with the U.S. Securities and
Exchange Commission (“SEC”) on January 21, 2022.
The Registration Statement contains a
preliminary proxy statement/consent solicitation
statement/prospectus in connection with the previously announced
merger between Voltus and Broadscale.
Voltus is a category creator providing the
leading software technology platform to orchestrate and monetize
distributed energy resources, including demand response,
distributed generation (e.g., solar), energy storage, energy
efficiency, and EV batteries and EV charging infrastructure – which
are the future of our electricity system as it decentralizes,
decarbonizes, and digitizes in response to climate change; the need
for greater resiliency; and the increased penetration of
intermittent renewable power sources.
On November 30, 2021, Broadscale entered into a
definitive agreement for a business combination with Voltus. The
combined company is expected to be listed on the Nasdaq upon
completion of the transaction. The transaction is expected to occur
in the second quarter of 2022 and is subject to approval by
Broadscale’s stockholders, the Registration Statement being
declared effective by the SEC, and other customary closing
conditions.
About VoltusVoltus 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 StatementsThis
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, 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 ProjectionsThis 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
ItIn 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
SolicitationBroadscale 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 SolicitationThis
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.
ContactsInvestor Relations Contact –
VoltusSioban Hickie, ICR, Inc.Eduardo Royes, ICR,
Inc.Investors@Voltus.co
Media Contact – VoltusCory Ziskind, ICR,
Inc.VoltusPR@icrinc.com
Broadscale Acquisition Corp.John Hanna, Chief
Financial Officer/Head of
Acquisitionsjhanna@broadscalespac.com
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