Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
18 Mai 2021 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
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☐ Form 10-K
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☐ Form 20-F
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☐ Form 11-K
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☒ Form 10-Q
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☐ Form 10-D
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☐ Form N-SAR
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☐ Form N-CSR
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For Period Ended: March 31, 2021
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: Not applicable
Read Instruction (on back page) Before Preparing Form. Please Print
or Type:
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates: Not applicable
PART I - REGISTRANT INFORMATION
Broadscale Acquisition Corp.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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1845 Walnut Street, Suite 1111
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Address of Principal Executive Office (Street and Number)
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Philadelphia, PA 19103
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City, State and Zip Code.
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense:
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☒
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Broadscale Acquisition Corp. (the “Company”) has determined
that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed filing date due to the reasons described below.
The Company is working diligently to complete the Q1 2021 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 Securities and Exchange Commission on April 12, 2021, the Company is unable to complete and file the Q1 2021
Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file
such report within five calendar days thereof.
Forward-Looking Statements
Certain statements included in this notification on Form 12b-25, which
are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of the date of this notification.
These forward-looking statements can be identified by the use of forward-looking terminology, including the words “expects,”
“may,” “will,” “projects,” or “should,” or, in each case, their negative or other variations
or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements
include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and
any other statements that are not statements of current or historical facts. These statements are based on management’s current
expectations, but actual results may differ materially due to various factors, including, but not limited to, a variety of risk factors
affecting the Company’s business and prospects disclosed in the Company’s annual, quarterly reports and subsequent reports
filed with the SEC, as amended from time to time. The forward-looking statements contained in this Current Report are based on our current
expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be
those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our
control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the
heading “Risk Factors” in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended
from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under
applicable securities laws. These risks and others described under “Risk Factors” in the Company’s annual, quarterly
reports and subsequent reports filed with the SEC, as amended from time to time may not be exhaustive.
PART IV - OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification:
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Jeffrey F. Brotman
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646
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849-9975
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(Name)
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
☒ Yes ☐ No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof?
☐ Yes ☒ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Broadscale Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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BROADSCALE ACQUISITION CORP.
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Date: May 17, 2021
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By:
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/s/ Jeffrey F. Brotman
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Jeffrey F. Brotman
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Chief Legal Officer and Secretary
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