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. 001-40057
Forward-Looking Statements
This article 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 article, 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, Inc. (“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 Acquisition Corp. (“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 Securities and Exchange Commission (“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 article 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 article 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 article, and accordingly, neither of them expressed
an opinion or provided any other form of assurance with respect thereto for the purpose of this article. These projections should not
be relied upon as being necessarily indicative of future results. The projected financial information contained in this article 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 article,
and the inclusion of such information in this article 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 article 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 ARTICLE, 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 ARTICLE. 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 article 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.
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