Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on
On
As a result of entering into the Termination Agreement, the Merger Agreement is of no further force and effect, the Parties have released certain claims that they may presently have against one another arising out of the Merger Agreement and the agreements entered into in connection with the Merger Agreement, including, but not limited to, (i) the Sponsor Side Letter and (ii) the Subscription Agreements by and among Broadscale and certain institutional and private investors, in each case as defined in the Merger Agreement, have also been terminated and are no longer effective, as applicable, in accordance with their respective terms.
Broadscale intends to continue to pursue the consummation of an initial business
combination with an appropriate target, taking into account the remaining time
for Broadscale to consummate such business combination, which must occur by
The foregoing description of the Termination Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Merger Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Termination Agreement, dated as ofAugust 12, 2022 , by and amongBroadscale Acquisition Corp ,Velocity Merger Sub Inc. andVoltus, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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