SCLE SEC filings, in plain English
Everything Broadscale Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 5 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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- What changed vs 2022-08-12trust $345.2M → $346.6M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $345.2M$346.6M
- Combination deadline
- 2023-02-17 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 34.5M · unchanged
SpacBrain reads this as $1,394,214 was added to the trust between the two filings.
The clause …“assets 143,784 298,750 Total Current Assets 143,930 812,181 Investments held in Trust Account 346,630,623 345,019,584 Total Assets $ 346,774,553 $ 345,831,765 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued”…
The clause …“to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by February 17, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
The clause …“100,000,000 shares authorized; no shares issued or outstanding (excluding 34,500,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021 — — Class B common stock, $ 0.0001 par value; 10,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Broadscale Acquisition Corp. called a special meeting for December 6, 2022 at 11:00 a.m. Eastern to move its termination date forward from February 17, 2023 to December 8, 2022 and, under a second amendment, to reduce the redemption limitation so more shares can be redeemed. The stated purpose is to dissolve and liquidate and return capital to stockholders no later than December 30, 2022 by ceasing all operations on the amended termination date and redeeming all outstanding public shares promptly thereafter. The trust held $346,630,623 at September 30, 2022. Why it matters: A trust of $346.6 million is being returned rather than deployed, which tells holders the board found no achievable transaction and preferred to hand back capital before the 1% excise tax on repurchases begins on January 1, 2023. Reducing the redemption limitation is the mechanical step that lets every public share be cashed out rather than only enough to preserve $5,000,001 of net tangible assets. The optional redemption runs substantially concurrently with the redemption of all remaining shares, so participation is effectively universal.
- What changed vs 2022-05-13trust $345.1M → $345.2M +0%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $345.1M$345.2M
- Combination deadline
- 2023-02-17 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 34.5M · unchanged
SpacBrain reads this as $186,068 was added to the trust between the two filings.
The clause …“assets 231,834 298,750 Total Current Assets 236,590 812,181 Investments held in Trust Account 345,236,409 345,019,584 Total Assets $ 345,472,999 $ 345,831,765 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued”…
The clause …“to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by February 17, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
The clause …“100,000,000 shares authorized; no shares issued or outstanding (excluding 34,500,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021 — — Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Broadscale Acquisition Corp. filed Amendment No. 3 to its Form S-4 (File No. 333-262287). THIS AMENDMENT NAMES ITS OWN CHANGE: its EXPLANATORY NOTE states it is being filed 'as an exhibits-only filing' and that it 'consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. Why it matters: No deal term moved: the document states that everything other than the exhibits is unchanged and omitted, so nothing here alters consideration, timing or conditions. The exhibit index does confirm three structural features worth noting — a Sponsor Letter Agreement binding Nokomis ESG Sponsor, LLC, a PIPE subscription agreement (so the transaction contemplates a private placement alongside the trust), and a separate CLOSING warrant agreement distinct from the SPAC's existing February 2021 warrant agreement, meaning new warrants are to be issued at closing on their own terms.
What changed: Broadscale Acquisition Corp. ('Broadscale', a Delaware corporation) filed Amendment No. 2 to its Form S-4; the preliminary proxy statement/prospectus inside is dated July 1, 2022. No explanatory note names the change. It registers 8,449,418 shares of common stock of Broadscale, which will be renamed VOLTUS TECHNOLOGIES, INC. The board unanimously approved the merger of Velocity Merger Sub Inc. (a Delaware wholly owned subsidiary) into Voltus, Inc. Why it matters: The registered ceiling is 8,449,418 shares — small relative to most registrations in this slice — and it is the maximum equity this registration statement can issue. The agreement dates from November 2021, so the transaction was seven months old at this filing. No vote date is stated in this portion.
pipe1 moved
- PIPE
- $100.0M$9.6M
SpacBrain reads this as the stated PIPE is now $9,647,500, down $90,352,500.
The clause …“including Mr. E. Cohen and Mr. Brotman, have subscribed for an aggregate $9,647,500 of the PIPE Investment, for which they will receive an aggregate 964,750 shares of New Voltus Common Stock. Additionally, Mr. Jonathan Z. Cohen,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2021-11-15trust $345.0M → $345.1M +0%
trust account, redeemable shares, combination deadline +11 moved · 3 with no prior record of ours
- Trust account
- $345.0M$345.1M
- Redeemable shares
- not previously extracted34.5M
- Combination deadline
- 2023-02-17 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $39,454 was added to the trust between the two filings.
The clause …“assets 296,127 298,750 Total Current Assets 418,178 812,181 Investments held in Trust Account 345,050,341 345,019,584 Total Assets $ 345,468,519 $ 345,831,765 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued”…
The clause …“100,000,000 shares authorized; no shares issued or outstanding (excluding 34,500,000 shares subject to possible redemption) as of March 31, 2022, and December 31, 2021 — — Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
The clause …“be necessary should the Company be unable to continue as a going concern. We have until February 17, 2023 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Broadscale Acquisition Corp. ('Broadscale', a Delaware corporation) filed Amendment No. 1 to its Form S-4; the preliminary proxy statement/prospectus inside is dated March 18, 2022. No explanatory note names the change. It registers 8,449,418 shares of common stock of Broadscale, which will be renamed Voltus Technologies, Inc. The board unanimously approved (1) the merger of Velocity Merger Sub Inc. (a Delaware wholly owned subsidiary) into Voltus, Inc. Why it matters: The precedence clause matters for how any term read from this document should be treated: where the prospectus and the merger agreement disagree, the agreement governs, so a figure or condition taken from the proxy narrative is a description rather than the operative term. The registered ceiling of 8,449,418 shares is identical to the amendment that follows, so it was fixed at this stage. No vote date is stated in this portion.
What changed: Broadscale Acquisition Corp. ('Broadscale', a Delaware corporation) filed its ORIGINAL Form S-4; the preliminary proxy statement/prospectus inside is dated January 21, 2022. It registers 8,449,418 shares of common stock of Broadscale, which will be renamed Voltus Technologies, Inc. The board unanimously approved the merger of Velocity Merger Sub Inc. (a Delaware wholly owned subsidiary) into Voltus, Inc. (Delaware), with Voltus surviving as a wholly owned Broadscale subsidiary, under an Agreement and Plan of Merger dated November 30, 2021 attached as Annex A. Why it matters: This is the baseline of the Broadscale / Voltus registration and its registered ceiling of 8,449,418 shares is fixed from the outset and does not move through any of the three amendments that follow. The agreement was signed seven weeks before this filing. No vote date is stated in this portion.
pipenothing moved · 1 with no prior record of ours
- PIPE
- no earlier filing$100.0M
The clause …“of 1986, as amended; • “Committed PIPE Investment Amount” refers to at least $100,000,0000, at least $10,000,000 of the PIPE Investment Amount which shall be in respect of shares to be purchased by Sponsor or one of its affiliates in”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.