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): May 28, 2021
BROADSCALE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40157 | 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: (215) 701-9555
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)) |
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. ☐
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 |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 28, 2021, Broadscale Acquisition Corp. (the “Company”) received a notice from Nasdaq Regulation (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
The notice provides that the Company must submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) by July 26, 2021. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 10-Q, or November 22, 2021, to regain compliance. The Company can regain compliance with Nasdaq listing standards at any time prior to that date by filing the Form 10-Q.
As the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021, the Company is working diligently to complete the Form 10-Q as soon as possible; however, given the scope of the process for evaluating the impact on the Company’s financial statements of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC on April 12, 2021, the Company is not in a position to file the Form 10-Q until after the completion of this process.
On May 28, 2021, the Company issued a press release regarding receipt of the notice from Nasdaq. The press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 99.1 | Press Release dated May 28, 2021. |
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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: May 28, 2021 | BROADSCALE ACQUISITION CORP. | |
| By: | /s/ Jeffrey F. Brotman | |
| Name: | Jeffrey F. Brotman | |
| Title: | Chief Legal Officer and Secretary | |
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Exhibit 99.1
Broadscale Acquisition Corp. Receives Notification of Deficiency from Nasdaq
Related to Delayed Filing of Quarterly Report on Form 10-Q
NEW YORK, NY, May 28, 2021 (Globe Newswire) – Broadscale Acquisition Corp. (NASDAQ: SCLE) (the “Company”), a blank-check company 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, today announced that on May 28, 2021 it received a notice from Nasdaq Regulation indicating that, as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
The Nasdaq notice has no immediate effect on the listing or trading of the Company’s units, Class A common stock or warrants on the Nasdaq Capital Market. The Notice provides that the Company must submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) by July 26, 2021. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 10-Q, or November 22, 2021, to regain compliance.
As the Company reported in its Form 12b-25 filed with the SEC on May 18, 2021, the Company is working diligently to complete the Form 10-Q as soon as possible; however, given the scope of the process for evaluating the impact on the Company’s financial statements of the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC on April 12, 2021, the Company is not in a position to file the Form 10-Q until after the completion of this process.
This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for its initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contacts
Andrew Shapiro
Chairman and Chief Executive Officer
ashapiro@broadscalespac.com
(646) 849-9977
John Hanna
Chief Financial Officer and Head of Acquisitions
jhanna@broadscalespac.com
(917) 941-4273