Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On December 6, 2022, stockholders of Broadscale Acquisition Corp. (the
"Company") approved amendments (collectively the "Charter Amendment") to the
Amended and Restated Certificate of Incorporation of the Company (the "Charter")
to, among other things, change the date (the "Original Termination Date") by
which the Company must either (i) consummate a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business
combination involving one or more businesses, which is referred to as the
initial Business Combination, or (ii) if the Company fails to complete such
initial Business Combination by the Original Termination Date, cease all
operations, except for the purpose of winding up, and, subject to and in
accordance with the Charter, redeem (the "Redemption") all of the shares of
Class A common stock, par value $0.0001 per share, of the Company ("Class A
Common Stock"), included as part of the units sold in the Company's initial
public offering (the "IPO"), whether such shares were purchased in the IPO or in
the secondary market following the IPO (including shares sold pursuant to the
underwriters' overallotment option, collectively, the "Public Shares"). The
Charter Amendment changes the Original Termination Date from February 17, 2023
to December 8, 2022 (such date, the "Amended Termination Date").
The Company filed the Charter Amendment with the Secretary of State of the State
of Delaware on December 6, 2022. A copy of the Charter Amendment is filed
herewith as Exhibit 3.1 and is incorporated herein by reference.
The Company has (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the
anticipated Redemption, liquidation and dissolution; and (ii) requested that
Nasdaq (A) suspend trading of the Company's shares of Class A Common Stock,
redeemable warrants to purchase shares of Class A Common Stock (the "Redeemable
Warrants") and units, each consisting of one share of Class A Common Stock and
one-fourth of one Redeemable Warrant (the units, together with the Class A
Common Stock and the Redeemable Warrants, the "Securities") effective before the
opening of trading on December 12, 2022, and (B) file with the Securities and
Exchange Commission (the "SEC") a Form 25 Notification of Removal from Listing
and/or Registration ("Form 25") to delist and deregister the Securities under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). As a result, the Securities will no longer be listed on Nasdaq.
The Company expects that Nasdaq will file Form 25 with the SEC on or about
December 9, 2022, upon which the delisting of the Company's Securities will
become effective. Following that, the Company intends to file Form 15
Certification and Notice of Termination of Registration with the SEC, requesting
that the Company's reporting obligations under Sections 13 and 15(d) of the
Exchange Act be terminated with respect to the Securities.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 3.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.01 of this Current Report on Form 8-K is
incorporated herein by reference.
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Item 5.07. Submission of Matters to a Vote of Security Holders
The information set forth in Item 3.01 of this Current Report on Form 8-K is
incorporated herein by reference.
At the Company's special meeting of stockholders held on December 6, 2022 (the
"Special Meeting"), the following proposals were considered and acted upon by
the stockholders of the Company: (a) a proposal to approve an amendment to the
Charter to change the Original Termination Date to the Amended Termination Date
("Proposal 1"); (b) a proposal to approve an amendment to the Charter to reduce
the redemption limitation contained in the Charter ("Proposal 2"); and (c) a
proposal to approve the adjournment of the Special Meeting from time to time to
solicit additional proxies in favor of Proposal 1 or Proposal 2 or if otherwise
determined by the chairperson of the Special Meeting to be necessary or
appropriate (the "Adjournment Proposal"). The number of votes cast for or
against, as well as the number of abstentions as to each proposal, are set forth
below.
Proposal 1
Votes for Votes against Abstentions
32,305,527 6,371 20
Accordingly, Proposal 1 was approved.
Proposal 2
Votes for Votes against Abstentions
32,306,988 4,410 520
Accordingly, Proposal 2 was approved.
Adjournment Proposal
The stockholders approved an adjournment of the Special Meeting to a later date
or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there were insufficient votes for, or otherwise in connection
with, Proposal 1 and Proposal 2.
Votes for Votes against Abstentions
32,241,575 69,822 520
Accordingly, the Adjournment Proposal was approved.
In connection with the approval and implementation of the Charter Amendment, the
holders of 33,825,224 Public Shares exercised their right to redeem their shares
for cash at a redemption price of approximately $10.08 per share, for an
aggregate redemption amount of approximately $340.95 million. Following such
redemptions, 674,776 Public Shares remain outstanding.
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Item 8.01 Other Events.
In the Redemption, the Public Shares will be redeemed at a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the trust account, including interest (net of taxes
payable, and less up to $100,000 of such net interest to pay dissolution
expenses) (the "Redemption Amount"), by (B) the total number of then outstanding
Public Shares. The Redemption will completely extinguish rights of the holders
of Public Shares (including the right to receive further liquidating
distributions, if any). There will be no redemption rights or liquidating
distributions with respect to the Redeemable Warrants, which will expire
worthless upon the liquidation of the Company.
The Company estimates that the total Redemption Amount will be approximately
$6.75 million, and the per-share Redemption Amount will be approximately $10.00.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment of Amended and Restated Certificate of
Incorporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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BROADSCALE ACQUISITION CORP. 
