As filed with the Securities and Exchange Commission on February 11, 2021

Registration No. 333-          

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 

 

BROADSCALE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

 

Delaware		6770		85-3814555
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

1845 Walnut Street, Suite 1111

Philadelphia, PA 19103
(646) 849-9975
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Andrew L. Shapiro
Chairman and Chief Executive Officer
c/o Broadscale Acquisition Corp.
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103
(646) 849-9975

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Mark E. Rosenstein, Esq. Derick Kauffman, Esq. Ledgewood, PC Two Commerce Square 2001 Market Street, Suite 3400 Philadelphia, PA 19103 Tel: (215) 731-9450 Fax: (215) 735-2513

Gregg Noel, Esq. Michael J. Schwartz, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, CA 94301 Tel: (650) 470-4500 Fax: (650) 470-4570

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-252449

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth company	☒

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be Registered		Proposed maximum offering price per share(1)				Proposed maximum aggregate offering price(1)				Amount of registration fee
Units, each consisting of one share of Class A Common Stock, $.0001 par value, and one-fourth of one Warrant(2)(3)		5,750,000 Units		$	10.00			$	57,500,000			$	6,274
Shares of Class A Common Stock included as part of the Units(2)(3)		5,750,000 Shares			—				—				—	(4)
Warrants included as part of the Units(2)(3)		1,437,500 Warrants			—				—				—	(4)
Total								$				$	6,274	(5)

 

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252449).
(3)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4)	No fee pursuant to Rule 457(g).
(5)	The Registrant previously registered securities having a proposed maximum aggregate offering price of $287,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-252449), which was declared effective by the Securities and Exchange Commission on February 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $57,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

  

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Broadscale Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each unit consists of one share of Class A common stock and one-fourth of one warrant. Each whole warrant entitles the holder to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustments, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252449) (the “Prior Registration Statement”), initially filed by the Registrant on January 27, 2021 and declared effective by the Securities and Exchange Commission on February 11, 2021. The required opinions of counsel and related consents and independent registered public accounting firm’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 12, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 12, 2021.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-252449) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.		Description
5.1		Opinion of Ledgewood, PC
23.1		Consent of WithumSmith+Brown, PC.
23.2		Consent of Ledgewood, PC (included in Exhibit 5.1).
24.1		Powers of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-252449) filed on January 27, 2021.

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on this 11^th day of February, 2021.

 

	BROADSCALE ACQUISITION CORP.
	By:	/s/ Andrew L. Shapiro
	Name:	Andrew L. Shapiro
	Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name		Position		Date
/s/ Andrew L. Shapiro		Chairman of the Board of Directors and Chief		February 11, 2021
Andrew L. Shapiro		Executive Officer
		(Principal Executive Officer)
*		Vice Chairman of the Board of Directors		February 11, 2021
Edward E. Cohen
*		Chief Financial Officer (Principal Financial Officer		February 11, 2021
John P. Hanna		and Principal Accounting Officer)

 

* By:	/s/ Andrew L. Shapiro
	Andrew L. Shapiro, Attorney-in-fact

 

 

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