Voltus, Inc. (“Voltus”), the leading Distributed Energy Resource
(DER) software technology platform, and Broadscale Acquisition
Corp. (“Broadscale”) (Nasdaq: SCLE), a publicly-traded special
purpose acquisition company, today announced Voltus will be hosting
a Virtual Investor Day on Tuesday, March 22, 2022 at 10 am EDT.
During the two hour event, members of the Voltus executive team
will provide an overview of Voltus, the first pure-play DER
software technology company that will go public, helping to enable
a decentralized, decarbonized, digitized, resilient, and more
affordable electricity system. Management will review Voltus’s
established record of rapid, high-margin, recurring-revenue growth
within a massive addressable market with potential to reach $120
billion by 2030, supported by macro tailwinds; the company’s growth
strategy; and details of its pending transaction. In addition, the
formal presentation will be followed by a live question and answer
session.
The event will be virtual; to register click here. If you have
questions for the management team, please submit them to
investors@voltus.co before or during the event. Webcast and
presentation materials, as well as a replay of the webcast
following the event, will be available on the Voltus investor
relations website (www.voltus.co/investors).
On November 30, 2021, Voltus and Broadscale entered into a
definitive merger agreement. Upon the closing of the transaction,
the combined company will be named Voltus Technologies, Inc. and is
expected to remain on the Nasdaq under the new ticker symbol
“VLTS.” The transaction is currently expected to close in the first
half of 2022 and requires the approval of Broadscale’s
stockholders, the Registration Statement being declared effective
by the SEC, and other customary closing conditions.
About Voltus
Voltus is the leading software technology platform connecting
distributed energy resources to electricity markets, delivering
less expensive, more reliable, and more sustainable electricity.
Our commercial and industrial customers and DER partners generate
cash by allowing Voltus to maximize the value of their flexible
load, distributed generation, energy storage, energy efficiency,
and electric vehicle resources in these markets. To learn more,
visit www.voltus.co.
About Broadscale Acquisition Corp.
Broadscale is a blank check company sponsored by a joint venture
between Broadscale Group (led by Andrew L. Shapiro) and HEPCO
Capital Management, LLC (led by Jonathan Z. Cohen and Edward E.
Cohen) that was 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. The Company has focused its search for a business
combination target on opportunities that align with its mission of
“Disruption for Good” -- that is, the transformation of traditional
industries in positive ways that generate tangible improvements to
the well-being of the global population. To learn more, visit
www.broadscalespac.com.
Forward-Looking Statements
This press release 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 press release,
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 circumstance 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 the approval of the stockholders of Broadscale or Voltus,
or to satisfy other conditions to the closing of 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 and 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) the 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 registration statement
on Form S-4 (File No. 333-262287), filed with the SEC on January
21, 2022 (the “Registration Statement”), 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
press release 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 press release 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 press
release, and accordingly, neither of them expressed an opinion or
provided any other form of assurance with respect thereto for the
purpose of this press release. These projections should not be
relied upon as being necessarily indicative of future results. The
projected financial information contained in this press release
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 press release, and the inclusion of
such information in this press release 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
In connection with the proposed transaction, Broadscale has
filed with the U.S. Securities and Exchange Commission the
Registration Statement, which included a preliminary proxy
statement and a preliminary prospectus. After the Registration
Statement has been declared effective, Broadscale will mail a
definitive proxy statement /prospectus relating to the proposed
transaction to its stockholders as of the record date established
for voting on the proposed transactions. Broadscale’s
stockholders and other interested persons are urged to carefully
read the Registration Statement, including the preliminary proxy
statement / preliminary prospectus, and any amendments thereto,
and, when available, the definitive proxy statement/prospectus and
other documents filed in connection with the proposed transaction,
as these materials contain, or will contain, important information
about the proposed transaction and the parties to the proposed
transaction.
Broadscale’s stockholders and other interested persons will be
able to obtain free copies of the Registration Statement, the
preliminary proxy statement / preliminary prospectus, the
definitive proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC, without charge,
when available, at 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 PRESS
RELEASE, 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 PRESS RELEASE. 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 the Registration
Statement. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies from
Broadscale’s stockholders in connection with the proposed business
combination is set forth in the Registration Statement.
No Offer or Solicitation
This press release 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220223005404/en/
Investor Relations Contact – Voltus Sioban Hickie, ICR,
Inc. Eduardo Royes, ICR, Inc. Investors@Voltus.co
Media Contact – Voltus Matt Dallas, ICR, Inc.
VoltusPR@icrinc.com
Broadscale Acquisition Corp. John Hanna, Chief Financial
Officer/Head of Acquisitions jhanna@broadscalespac.com
Broadscale Acquisition (NASDAQ:SCLE)
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