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: Voltus, Inc.
Commission File No. 001-40057
SUBJECT: Exciting news - please read immediately
Amigos,
On behalf of the leadership team and our board
of directors, we’re thrilled to announce a significant milestone for Voltus as we plan to become a public company and list our stock
on the Nasdaq. This milestone is similar to an initial public offering (IPO), but is accomplished through a business combination with
a special purpose acquisition company (SPAC), Broadscale Acquisition Corp. (Nasdaq: SCLE). We issued a news release a short while ago
to officially announce our partnership with Broadscale – please see the release here: Link. The Wall Street Journal also covered
the news this morning – please see the story attached.
Because Broadscale is already publicly traded,
Voltus will become a public company when the business combination is complete, trading on the Nasdaq under the ticker symbol “VLTS.”
We expect to complete the transaction in the first half of 2022. We will continue to operate under the Voltus name and there will be no
meaningful changes to the team or how we operate day to day. It’s business as usual at Voltus.
However, we expect that this event will provide
us with significant financial resources to fund our accelerated growth, globally scale our distributed energy resource technology platform,
and accelerate a mission that humanity needs us to move more quickly to achieve. With gross proceeds of this transaction to provide up
to $445 million (assuming no redemptions), we are all the more excited to kick off the next chapter in our journey to decentralize, digitize,
and decarbonize the electricity grid.
Please keep in mind, as we enter this new chapter,
that there are some rules we must all follow. The U.S. Securities and Exchange Commission (SEC) has strict guidelines governing external
communications. To avoid delays or any other repercussions the SEC might impose if we do not adhere to these rules, we must avoid speaking
publicly about this process and our business metrics and financials. Accordingly, we ask that you refrain from making statements about
our company or our performance in open forums (e.g., online, to friends, on Facebook, Twitter, LinkedIn, via email, to existing or prospective
customers, etc.). Please see the attached guidelines for posting on social media about this event. Understandably, this may seem restrictive
but is an important step in a process meant to protect investors and ensure a smooth transition to becoming a publicly traded company
with the incredible support that goes along with it.
If someone asks you about the process of going
public or company fundamentals, the best response is something polite like, “We’re really proud and excited, but it’s
business as usual at Voltus.” If pushed further, you can say something like, “I can’t speak to that, but I would be
happy to connect you with the appropriate team members.”
Should you receive any press inquiries, please
forward details of the inquiry to Kelly Yazdani at kyazdani@voltus.co who can help handle media requests appropriately during this sensitive
time. Understanding that communications are highly regulated through this process, please know that we will continue to share updates
with you as we have more to report.
It is an incredibly exciting time for all of us
at Voltus. We’re beyond grateful to share this with all of you. Thank you for the hard work, commitment, and results that have propelled
us to this moment. You all know that we’re just warming up and that the road ahead is incredibly exciting.
Let’s go!!!
Gregg Dixon
Co-Founder & Chief Executive Officer
Voltus
Forward-Looking Statements
This communication 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 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 communication, 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 circumstances 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 approval of the stockholders of Broadscale
or Voltus, or to satisfy other conditions to closing 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, 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) 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 Form S-1 (File Nos. 333-252449 and 333-253016),
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 and registration statement on Form S-4 with the SEC, which
will include a document that serves as a prospectus and proxy statement of Broadscale, referred to as a proxy statement/prospectus 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
communication 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 communication 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 communication,
and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of
this communication. These projections should not be relied upon as being necessarily indicative of future results. The projected financial
information contained in this communication 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 communication, and the inclusion of such information in this communication 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
This communication relates to a proposed transaction
between Broadscale and Voltus. Broadscale intends to file a registration statement on Form S-4 with the SEC, which will include a document
that serves as a prospectus and proxy statement of Broadscale, referred to as a proxy statement/prospectus. A proxy statement/prospectus
will be sent to all Broadscale stockholders. Broadscale also will file other documents regarding the proposed transaction with the SEC.
Before making any voting decision, investors and security holders of Broadscale are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction
as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to
obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by Broadscale through 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 COMMUNICATION, 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 COMMUNICATION. 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 Broadscale’s registration statement on Form S-4, which is expected
to be filed by Broadscale with the SEC in connection with the business combination. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to Broadscale’s stockholders in connection with the proposed business
combination will be set forth in the proxy statement/prospectus on Form S-4 for the proposed business combination, which is expected to
be filed by Broadscale with the SEC in connection with the business combination.
No Offer or Solicitation
This communication 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.
3
Broadscale Acquisition (NASDAQ:SCLEU)
Historical Stock Chart
From Oct 2024 to Nov 2024
Broadscale Acquisition (NASDAQ:SCLEU)
Historical Stock Chart
From Nov 2023 to Nov 2024
