Definitive Agreement


Broadscale Acquisition Corp.

Underwriter: Morgan Stanley
SPAC Ticker
Energy, Transportation, Manufacturing, Food, Agriculture, Decarbonization, Renewable Energy
External link: SEC Filings



Andrew L. Shapiro has been our Chairman and Chief Executive Officer since December 2020. Mr. Shapiro is the Founder and Managing Partner of Broadscale, an investment firm that he founded in 2012 that works with leading corporations, family offices, and other strategic partners to invest in and commercialize the most promising market-ready innovations focused on clean energy, advanced transportation, and sustainable technologies generally. Prior to founding Broadscale, Mr. Shapiro built and led GreenOrder from 2000 to 2011, a strategic advisory firm that worked with more than 100 enterprises to make energy and environmental innovation a source of competitive advantage, including multi-year engagements with BP, GE, General Motors, and other industry leaders. In 2008, Mr. Shapiro and his partners sold GreenOrder to LRN, a global advisory and solutions firm, and he continued to lead the firm through 2011. Since 2016, Mr. Shapiro has served on the Board of Directors of Audigent (d/b/a Predictive Pop, Inc.), a data technology company that helps creators monetize their audience while protecting user privacy, and, since 2015 Tougas Oilfield Solutions, a specialty chemical company that makes oil and gas operations more sustainable. He has recently served as an advisor to Obvious Ventures, Yale’s Center for Business and the Environment, and The Climate Group. He is also a founding Board member of The Clean Fight, a non-profit accelerator funded by the New York State Energy Research and Development Authority (NYSERDA), that helps growth-stage clean energy companies obtain scale in New York. Before that, from 2014 to 2018, Mr. Shapiro served on the Board of Directors of electric vehicle charging company Blink Charging (Nasdaq: BLNK); he served from 2015 to 2019 as a Board Observer at Akerna Corporation (Nasdaq: KERN), which became a public company through a SPAC merger in 2019; and he has previously served as an advisor to many startups, including Honest Buildings (sold to Procore) and Meetup (sold to WeWork). Mr. Shapiro has been a visiting faculty member at Yale and Columbia and a fellow at Harvard and NYU. His articles have appeared in diverse publications, he has published two books that were released in multiple languages globally, and he has appeared on CNN, PBS, NBC’s Today Show, BBC, and NPR. Mr. Shapiro is a graduate of Brown University (Phi Beta Kappa, 1990) and Yale Law School (1995). We believe that Mr. Shapiro is qualified to serve as a director because of industry expertise and his experience as a board member of both public and private companies.

Edward E. Cohen has been the Vice Chairman of our board of directors since December 2020. He has also been the Co-Chairman of the board of directors of Osprey Technology Acquisition Corp. (NYSE: SFTW), a blank check company, since June 2019. From August 2018 to May 2020 he was Vice Chairman of Falcon Minerals Corporation (Nasdaq: FLMN), formerly Osprey Energy Acquisition Corp., and before that was Executive Chairman of Osprey Energy Acquisition Corp. from April 2017 to August 2018. Mr. Cohen has served as Chairman of HEPCO, a private investment firm making control investments in middle market companies and real estate, since its formation in September 2016. Mr. Cohen was Chief Executive Officer of Atlas Energy Group, LLC from February 2015 to May 2020, having also served as Chairman since February 2012. He was Chairman of the board of directors and Chief Executive Officer of the general partner of Atlas Growth Partners, L.P. from its inception in 2013 until 2020. Mr. Cohen served as Chairman of Titan Energy, LLC from 2016 to 2020, and from August 2015 to September 2016, was Executive Chairman of Atlas Resource Partners, L.P. which filed a voluntary pre-packaged plan under Chapter 11 in July 2016, emerging from Chapter 11 as Titan Energy, LLC in September 2016 after confirmation of its plan. In addition, Mr. Cohen was: a director of Resource America, Inc. (formerly a publicly traded specialized asset management company) from 1988 until September 2016 and Chairman of its board of directors from 1990 until September 2016; and Chairman of the board of Resource Capital Corp., now known as Exantas Capital Corp. (NYSE: XAN) (a real estate investment trust) from its formation in 2005 until November 2009 and served on its board until September 2016.We believe that Mr. Cohen’s extensive experience enables him to provide valuable perspective and provides us with decisive and effective leadership. Mr. Cohen’s experience in founding, operating and managing public and private companies of varying size and complexity, and his extensive experience in the areas of finance, strategy and mergers and acquisitions enable him to provide valuable expertise to us.

John P. Hanna has been our Chief Financial Officer since December 2020. Since July 2018, Mr. Hanna has served as a Partner of HEPCO focused on private investing across multiple industries, including those focused on ESG. HEPCO is a private investment firm making control investments in middle market companies and real estate. From July 2018 thru May 2020, he also served as the President and Director of Atlas Growth Partners GP, LLC, the general partner of Atlas Growth Partners, L.P., an independent developer and producer of natural gas, crude oil and natural gas liquids with operations primarily focused in the Eagle Ford Shale in south Texas. From April 2010 to July 2018, Mr. Hanna worked at Deutsche Bank in energy investment banking, where he most recently served as the co-head of the Houston office. Prior to joining Deutsche Bank, from July 2001 to March 2010, he worked at UBS in the Mergers & Acquisitions Group focused on the energy industry. Mr. Hanna has accumulated financial, business, operational and energy experience which we believe will be a great asset to us. Mr. Hanna will be able to draw upon his experience in capital markets and corporate finance transactions to guide us to our business combination transaction. Mr. Hanna received his Bachelor of Arts in Economics from Boston College.

Jeffrey F. Brotman has been our Chief Legal Officer and Secretary since December 2020. He has also been the Chief Financial Officer, Chief Legal Officer and Secretary of Osprey Technology Acquisition Corp. (NYSE: SFTW), a blank check company, since June 2019, and the Chief Legal Officer and Secretary of Falcon Minerals Corp. (Nasdaq: FLMN), formerly Osprey Energy Acquisition Corp., since April 2017 and served as its Chief Financial Officer from April 2017 to June 2019. Mr. Brotman has been Vice Chairman and Chief Operating Officer of HEPCO since its formation in September 2016. HEPCO is a private investment firm making control investments in middle market companies and real estate. Mr. Brotman was Chief Operating Officer and Executive Vice President at Resource America, Inc., formerly a publicly traded asset manager investing in real estate, financial services and credit until its sale to C-III Capital Partners in September 2016. He joined Resource America in 2007, and while at Resource America also served as Executive Vice President of Resource Capital Corp., now known as Exantas Capital Corp., a publicly-traded real estate investment trust, Chairman of the Board of Directors of Primary Capital Mortgage, Director of Leaf Commercial Capital and sat on various investment committees across all product lines. Mr. Brotman was the President and Chief Executive Officer of Access to Money, Inc. (f/k/a TRM Corp.), a non-bank ATM operator, from March 2006 to June 2007, and served as the Chairman of its Board of Directors from September 2006 through September 2008. Mr. Brotman was a co-founder, and served as Managing Member, of Ledgewood, PC, a Philadelphia based business law firm, from June 1992 to March 2006, and was of counsel until June 2007. He was a Trustee of Resource Real Estate Diversified Income Fund from its inception in March 2013 until September 2016. He has been an adjunct Professor of Law at the University of Pennsylvania Law School since 1990, where he has taught courses in accounting and lending transactions. He is also a Certified Public Accountant (currently inactive) and a licensed Real Estate Broker.

Georgia Levenson Keohane will serve as an independent director immediately upon the effective date of this prospectus. Ms. Keohane is currently self-employed as consultant and senior advisor to CEOs, boards of directors, leadership teams and investors on responsible investing, ESG, sustainability and inclusive growth. She has also been, since 2013, a professor of social enterprise at Columbia Business School. From 2018 to 2019, Ms. Keohane was the head of the ESG practice at Navab Capital Partners, a private equity firm, and served as the President of the Navab Capital Partners Foundation, the firm’s corporate philanthropy, focused on economic opportunity and mobility. Before that, from 2016 to 2018, she was Executive Director of the Pershing Square Foundation, a family foundation that supports exceptional leaders and innovative organizations that tackle important social issues. She is currently a Senior Fellow at New America, a think tank where she directed its Profits & Purpose program from 2014 to 2016. From 2011 to 2014, Ms. Keohane was a fellow at the Roosevelt Institute, where she worked on a range of issues in economic policy, including poverty and inequality, employment and job growth, social entrepreneurship and the role of firms in society. She also speaks and writes regularly on social and economic policy, and the role of business in society, and is the author of two award-winning books. Ms. Keohane holds a B.A. from Yale University, an M.B.A. from Harvard Business School, and an M.Sc. from London School of Economics, where she was a Fulbright Scholar. We believe that Ms. Keohane’s decades of leadership experience at the intersection of capital markets, responsible investing, and business, philanthropy and public policy will be invaluable to us in our search for, and structuring, our initial business combination.

Alexander “Andy” Karsner will serve as an independent director immediately upon the effective date of this prospectus. Mr. Karsner is a long-time technology and energy development executive and policymaker. He has served as Senior Strategist at X, the innovation lab of Alphabet Inc. He is also Executive Chairman of Elemental Labs, which pursues market transformation through nature-based solutions, and, since 2008, has been a director of Applied Materials, Inc. (NASDAQ: AMAT), a global company that provides manufacturing equipment, services and software to the semiconductor, display and related industries. Mr. Karsner most recently served as Managing Partner of Emerson Collective, an investment platform funding non-profit, philanthropic and for-profit portfolios advancing education, immigration, the environment and other social innovation initiatives, from January 2016 to July 2019. Prior to this, Mr. Karsner has been Founder and CEO of Manifest Energy Inc., an energy technology development and investment firm, since July 2009, and has served as its Executive Chairman since January 2013. From March 2006 to August 2008, he served as Assistant Secretary for Energy Efficiency and Renewable Energy at the U.S. Department of Energy, and exercised a diplomatic role as a principal in the UN Framework Convention on Climate Change. From August 2002 to March 2006, Mr. Karsner was Founder and Managing Director of Enercorp, a private company involved in international project development, management and financing of energy infrastructure. Mr. Karsner has also worked with Tondu Energy Systems of Texas, Wartsila Power Development of Finland and other multi-national energy firms and developers. He is a Precourt Energy Scholar at Stanford University’s School of Civil and Environmental Engineering, and serves on Advisory Boards of MIT Medialab, and the Polsky Center for Entrepreneurship at the University of Chicago’s Booth School of Business. Mr. Karsner served as a member of the board of directors of Codexis, Inc. from 2009 to 2014, as well as Argonne National Laboratory, and was previously an Associate of the Harvard Kennedy School. He presently is on the board of Conservation International and director emeritus of the National Marine Sanctuaries Foundation. He is a Life Member of the Council of Foreign Relations and the Trilateral Commission, Distinguished Fellow of the Council on Competitiveness and a Henry Crown Fellow of the Aspen Institute. We believe that Mr. Karsner’s expertise in environment and sustainability, along with strategy and innovation, will be an important tool as we explore opportunities for our initial public offering.

We will also rely on our Senior Operating Partner, Dan Leff, as well as our and our sponsor’s senior advisors.

Dan Leff has been our Senior Operating Partner since December 2020. Mr. Leff is currently an investor, board member and advisor across numerous growth companies that are involved in expediting energy industry transformation, including serving, since 2018, as executive chairman of Ambri, Inc., an energy storage company, and as executive chairman of Sparkfund, an energy-as-a-service business. Since 2014, Mr. Leff has also been a general partner of Bayard Capital Technologies, a private equity firm invested in ServiceChannel, a facilities management SaaS marketplace, where he served as executive chairman from 2014 to 2016, and where he continues to serve as a member of the board of directors. In addition, Mr. Leff is an investor and, since 2018, a board member of Arcadia, a clean energy marketplace for consumers, and he is an investor and, since 2019, a board member of Enchanted Rock, a microgrid operating platform company. He is also an advisor to Breakthrough Energy Ventures, G2VP, and Broadscale - private equity firms involved in the energy transition. From 2012 to 2014, Mr. Leff was executive chairman of Viridity Energy, a grid interactive software company, and, from 2011 to 2012, chief executive officer and director of Hara Software, an energy & sustainability enterprise software company. He was also an advisory partner at Clayton, Dubilier & Rice, a global private equity firm, from 2010 to 2011. Before that, from 2002 to 2003, Mr. Leff was chief operating officer of Invensys Energy Management and co-chief operating officer of its London-based parent, Invensys plc, a global manufacturing, services, energy management and industrial automation company. Prior to Invensys, from 2001 to 2002, Mr. Leff served as chairman and chief executive officer of Enron Energy Services following Enron’s bankruptcy filing, where he worked to help manage the liquidation of Enron’s retail and wholesale businesses. Prior to Enron’s bankruptcy filing, Mr. Leff was chief operating officer of Enron Energy Services, a business unit that provided energy outsourcing and commodity services to commercial and industrial clients. Previously, from 1992 to 1997, he was president and chief executive officer of FMES, a nationwide energy services company that he co-founded and sold to Enron Energy Services. Before FMES, he served in various roles from 1985 to 1992 with Pilot Energy, an energy services company, ending as its president and chief executive officer. Mr. Leff currently serves as a board member of technology & software growth companies, the Trudeau Institute, and Point Positive, as advisor to venture capital & private equity firms, as senior advisor to Broadscale and advisory board member of Carter Morse & Goodrich. He also served, from 2001 to 2006, as a member of the board of directors of Credit Acceptance Corporation (NASDAQ: CACC), a specialized financial services company.

Betsy Z. Cohen has been a senior advisor to our sponsor since January 2021. Ms. Cohen currently serves as the Chairman of the board of directors of FinTech V, a position she has held since June 2019, Chairman of the board of directors of FinTech IV, a position she has held since May 2019, and Chairman of the board of directors of FTAC Olympus, a position she has held since June 2020. Ms. Cohen served as Chairman of FinTech III’s board of directors from March 2017 until October 2020, and as Chairman of FinTech II’s board of directors from August 2016 until July 2018. She served as a director of FinTech I and its successor, Card Connect Corp., a provider of payment processing solutions to merchants, from November 2013 until May 2017, and previously served as Chairman of the board of directors of FinTech I from July 2014 through July 2016 and as FinTech I’s Chief Executive Officer from July 2014 through August 2014. She served as Chief Executive Officer of The Bancorp, Inc. and its wholly-owned subsidiary, Bancorp Bank, from September 2000 and Chairman of Bancorp Bank from November 2003, and resigned from these positions upon her retirement in December 2014. She served as the Chairman of the Board of Trustees and as a trustee of RAIT Financial Trust, a real estate investment trust, from its founding in August 1997, through her resignation as of December 31, 2010 and served as RAIT’s Chief Executive Officer from 1997 to 2006. Ms. Cohen served as a director of Hudson United Bancorp (a bank holding company), the successor to JeffBanks, Inc., from December 1999 until July 2000 and as the Chairman of the Jefferson Bank Division of Hudson United Bank (Hudson United Bancorp’s banking subsidiary) from December 1999 through March 2000. Before the merger of JeffBanks, Inc. with Hudson United Bancorp in December 1999, Ms. Cohen was Chairman and Chief Executive Officer of JeffBanks, Inc. from its inception in 1981 and also served as Chairman and Chief Executive Officer of each of its subsidiaries, Jefferson Bank, which she founded in 1974, and Jefferson Bank New Jersey, which she founded in 1987. From 1985 until 1993, Ms. Cohen was a director of First Union Corp. of Virginia (a bank holding company) and its predecessor, Dominion Bancshares, Inc. In 1969, Ms. Cohen co-founded a commercial law firm and served as a senior partner until 1984. Ms. Cohen also served as a director of Aetna, Inc. (NYSE: AET), an insurance company, from 1994 until May 2018.

Stephan Dolezalek has been our senior advisor since January 2021. Mr. Dolezalek is a long-time Silicon Valley investor in entrepreneurial growth companies, focused most recently on sustainable agriculture and clean energy, and previously on software and biotechnology. He is currently an Executive Director of Wheatsheaf Group, a private investment arm of the Grosvenor Estate. The Wheatsheaf Group is one of the largest and longest established investment teams in the food and agriculture sector. It invests in companies throughout the world to re-think and re-shape how food is grown, produced, distributed and consumed. He is the Chairman of AeroFarms, a leading controlled indoor agriculture business, and a Director of Benson Hill, a leading food innovation company that combines data science and machine learning with biology and genetics. Both AeroFarms and Benson Hill are portfolio companies of Wheatsheaf Group. Prior to Wheatsheaf, Mr. Dolezalek led VantagePoint Capital Partners’ $1 billion CleanTech Fund from its inception, where he was an early investor in Tesla. He was also the Managing Partner for the Palo Alto office of Brobeck, Phleger & Harrison. He has served as a director on the boards of numerous public and private companies. More recently he served as a senior advisor in forming the Breakthrough Energy Ventures fund. He has served on the advisory boards of a variety of clean energy organizations including Rocky Mountain Institute’s eLab, The CleanTech Group, the American Council on Renewable Energy and the Energy Management and Innovation Center of the University of Texas, McCombs School of Business.

Raymond J. Lane has been our senior advisor since January 2021. Mr. Lane has been a Managing Partner at GreatPoint Ventures, a venture capital firm since March 2015. Since February 2015, he has served as the Lead Independent Director of Beyond Meat (NASDAQ: BYND), a plant-based food company. Mr. Lane has served as a Partner Emeritus and Advisor of Kleiner, Perkins, Caufield & Byers LLC, a venture capital firm, since April 2013 and was a Managing Partner of Kleiner, Perkins, Caufield & Byers LLC from September 2000 to April 2013. He has also served on the board of directors of Hewlett Packard Enterprise Company (NYSE: HPE) since November 2015. In addition, Mr. Lane previously served as executive Chairman of Hewlett-Packard Company from September 2011 to April 2013 and as non-executive Chairman of Hewlett-Packard Company from November 2010 to September 2011. Prior to joining Kleiner Perkins in 2000, Mr. Lane was President and Chief Operating Officer and a director of Oracle Corporation, a software company. Mr. Lane serves on the Board of Trustees of Carnegie Mellon University, including as Chairman of the Board from July 2009 to July 2015. He also serves on the board of directors of Special Olympics International. Mr. Lane holds a BS degree in Mathematics and an honorary Ph.D. in Science from West Virginia University.