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 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 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 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, 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 SEC 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 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.
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