BSN.U / Broadstone Acquisition Corp. Units, each consisting of one Class A ordinary share and one-half of on - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BSN.U / Broadstone Acquisition Corp. Units, each consisting of one Class A ordinary share and one-half of on / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Broadstone Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G1739V118 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

BSN / Broadstone Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d292720dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Broadstone Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G1739V100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this

BSN.U / Broadstone Acquisition Corp. Units, each consisting of one Class A ordinary share and one-half of on / BAUPOST GROUP LLC/MA - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Broadstone Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) G1739V118 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 27, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorporation) (Comm

Broadstone Acquisition Corp. Expects to Close Business Combination with Vertical Aerospace on December 16, 2021

Filed by Broadstone Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: December 13, 2021 Broadstone Acquisition Corp. Expects to Close Business Combination with Vertical Aerospace on December 16, 2021 ? Broadstone

E-mail by D.F. King, Proxy Solicitor

Filed by Broadstone Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: December 6, 2021 E-mail by D.F. King, Proxy Solicitor Dear BSN Stockholder, Please follow this link to the proxy statement filed recently by B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 BROADSTONE ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorporation) (Commi

Broadstone Acquisition Corp. Announces Filing of Definitive Proxy Statement and December 14, 2021 Extraordinary General Meeting to Vote on Business Combination with Vertical Aerospace Group Ltd.

Exhibit 99.1 Broadstone Acquisition Corp. Announces Filing of Definitive Proxy Statement and December 14, 2021 Extraordinary General Meeting to Vote on Business Combination with Vertical Aerospace Group Ltd. ? Extraordinary general meeting of Broadstone shareholders to be held virtually and in New York on December 14, 2021 at 10:00 AM, Eastern Time. ? Business combination with Vertical expected to

Broadstone Acquisition Corp. Announces Filing of Definitive Proxy Statement and December 14, 2021 Extraordinary General Meeting to Vote on Business Combination with Vertical Aerospace Group Ltd.

Exhibit 99.1 Broadstone Acquisition Corp. Announces Filing of Definitive Proxy Statement and December 14, 2021 Extraordinary General Meeting to Vote on Business Combination with Vertical Aerospace Group Ltd. ? Extraordinary general meeting of Broadstone shareholders to be held virtually and in New York on December 14, 2021 at 10:00 AM, Eastern Time. ? Business combination with Vertical expected to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorporation) (Commi

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 2)

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROADSTONE ACQUISITION CORP. (Ex

Vertical Announces Appointment of Experienced Independent Board Members Ahead of Merger with Broadstone

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: November 2, 2021 Press Release Immediate release 2 November 2021 Vertical Announces Appointment of Experienced Independent Board Members Ahead of M

Vertical Aerospace announces $205 million in additional funding led by Mudrick Capital Investment will support certification and full production ramp up through to expected significant revenue generation in 2024

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: October 27, 2021 Press Release 27 October 2021 Vertical Aerospace announces $205 million in additional funding led by Mudrick Capital Investment wi

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Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: September 24, 2021 Chris Katje, Benzinga All right guys, another exclusive interview here on SPACs Attack. Joining us on the show we have Stephen F

Vertical Aerospace Analyst Presentation, Transcription

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: September 23, 2021 Vertical Aerospace Analyst Presentation, Transcription Why Vertical - Stephen Fitzpatrick Thank you all for joining us today. My

1 ANALYST DAY 22.09.2021 PIONEERS IN ELECTRIC AVIATION Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadsto

??? 1 ANALYST DAY 22.09.2021 PIONEERS IN ELECTRIC AVIATION Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: September 22, 2021 2 ANALYST DAY ? SEP 2021 LEGAL DISCLAIMER About this Presentation You

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: July 21, 2021 Ben Kallo, Baird: Michael, thanks for joining us very much, actually let me read the disclosure very quickly. Please refer to event c

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Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: July 19, 2021 Vertical Aerospace Tech Review – Audio File Speaker Key: HA Harry AT Amy Turner MC Michael Cervenka 00:00:10 AT Hi. HA Hi, Amy. AT Ho

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: July 15, 2021 Bloomberg QuickTake Transcript – Stephen Fitzpatrick on Take the Lead, 7/14/2021 Scarlett Fu, Bloomberg QuickTake Vertical Aerospace

BSN / Broadstone Acquisition Corp / Man Group plc Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Broadstone Acquisition Corp. (Name of Issuer) Class A Ordinary share, par value $0.0001 per share (Title of Class of Securities) G1739V100 (CUSIP Number) June 18, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the ru

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 24, 2021 Aviation Week Vertical-20210623170840-Meeting Recording Speaker Key: GW Graham Warwick MC Michael Cervenka SE Samuel Emden MC Prepari

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021 SFPInterviewStandard Speaker Key: GA Gavin JI Jim ST Stephen 00:00:00 GA Jim, hold on one sec. I?m just going to merger the calls. St

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021 Bloomberg - 11 June Speaker Key: IV Interviewer SF Stephen Fitzpatrick 00:00:00 IV So, obviously a lot going on. So, let’s just start

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 10, 2021 BB – Crystal 10.06.21 Speaker Key: CT Crystal Tse ST Stephen Fitzpatrick UM Unidentified Male 00:00:00 CT Perfect. Um, I know you don

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021 SFPTimes Speaker key: PA Patrick ST Stephen AL Alistair GA Gavin ST Nice to meet you, Patrick, how are you doing? PA Very good to mee

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021 BBC News Online Vertical-20210611144759-Meeting Recording Speaker Key: UM Unidentified Male CF Chris Fox MC Michael Cervenka 00:00:05

Investor Presentation.

Business Combination Agreement, dated as of June 10, 2021, by and among Broadstone Acquisition Corp., Broadstone Sponsor LLP, Vertical Aerospace Ltd., Vertical Aerospace Group Ltd., Vertical Merger Sub Ltd., Vincent Casey, solely in his capacity as representative of the shareholders of Vertical Aerospace Group Ltd and the shareholders of Vertical Aerospace Group Ltd. party thereto.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among BROADSTONE ACQUISITION CORP. (Purchaser) BROADSTONE SPONSOR LLP (the Sponsor and the Purchaser Representative) Vertical aerospace ltd. (Pubco) VErtical aerospace group ltd. (Company) VINCENT CASEY (solely in his capacity as the Company Shareholders Representative) vertical merger sub ltd. (Merger Sub) and THE COMPANY shareholderS SET FORTH HE

Shareholder Support Agreement, dated as of June 10, 2021.

Exhibit 10.2 Voting and SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?), dated as of June , 2021, is entered into as a deed by and among the following (each a ?Party? and collectively the ?Parties?): (i) Broadstone Acquisition Corp., a Cayman Islands exempted company (?Broadstone?), (ii) Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited lia

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 (June 10, 2021) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorpor

Filed by Vertical Aerospace Ltd.

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021

Shareholder Support Agreement, dated as of June 10, 2021.

Exhibit 10.2 Voting and SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?), dated as of June , 2021, is entered into as a deed by and among the following (each a ?Party? and collectively the ?Parties?): (i) Broadstone Acquisition Corp., a Cayman Islands exempted company (?Broadstone?), (ii) Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited lia

Vertical Aerospace Merger with Broadstone Acquisition Corp. Investor Conference Call Transcript June 10, 2021

Exhibit 99.2 Vertical Aerospace Merger with Broadstone Acquisition Corp. Investor Conference Call Transcript June 10, 2021 Operator Welcome to the Vertical Aerospace and Broadstone Acquisition Corp. Transaction Conference Call. The information discussed today is qualified in its entirety by the Form 8-K that is being filed today by Broadstone Acquisition Corp. and may be accessed on the SEC?s webs

Vertical Aerospace Announces Intention to become Publicly Traded Company via Merger with Broadstone Acquisition Corp. Investment from Microsoft’s M12, American Airlines, Avolon, Honeywell and Rolls-Royce. Conditional pre-orders for up to $4bn and 100

Exhibit 99.1 PRIVILEGED AND CONFIDENTIAL June 10, 2021 Vertical Aerospace Announces Intention to become Publicly Traded Company via Merger with Broadstone Acquisition Corp. Investment from Microsoft?s M12, American Airlines, Avolon, Honeywell and Rolls-Royce. Conditional pre-orders for up to $4bn and 1000 eVTOL aircraft, from Avolon and American Airlines and a pre-order option from Virgin Atlantic

Vertical Aerospace Announces Intention to become Publicly Traded Company via Merger with Broadstone Acquisition Corp. Investment from Microsoft’s M12, American Airlines, Avolon, Honeywell and Rolls-Royce. Conditional pre-orders for up to $4bn and 100

Exhibit 99.1 PRIVILEGED AND CONFIDENTIAL June 10, 2021 Vertical Aerospace Announces Intention to become Publicly Traded Company via Merger with Broadstone Acquisition Corp. Investment from Microsoft?s M12, American Airlines, Avolon, Honeywell and Rolls-Royce. Conditional pre-orders for up to $4bn and 1000 eVTOL aircraft, from Avolon and American Airlines and a pre-order option from Virgin Atlantic

Vertical Aerospace Merger with Broadstone Acquisition Corp. Investor Conference Call Transcript June 10, 2021

425 1 tm2119416d2425.htm 425 Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021 Vertical Aerospace Merger with Broadstone Acquisition Corp. Investor Conference Call Transcript June 10,

Vertical Aerospace Announces Intention to become Publicly Traded Company via Merger with Broadstone Acquisition Corp. Investment from Microsoft’s M12, American Airlines, Avolon, Honeywell and Rolls-Royce. Conditional pre-orders for up to $4bn and 100

Filed by Vertical Aerospace Ltd. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Broadstone Acquisition Corp. Commission File No.: 001-39506 Date: June 11, 2021 PRIVILEGED AND CONFIDENTIAL June 10, 2021 Vertical Aerospace Announces Intention to become Publicly Traded Company via Merger with Br

Business Combination Agreement, dated as of June 10, 2021, by and among Broadstone Acquisition Corp., Broadstone Sponsor LLP, Vertical Aerospace Ltd., Vertical Aerospace Group Ltd., Vertical Merger Sub Ltd., Vincent Casey, solely in his capacity as representative of the shareholders of Vertical Aerospace Group Ltd and the shareholders of Vertical Aerospace Group Ltd. party thereto.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among BROADSTONE ACQUISITION CORP. (Purchaser) BROADSTONE SPONSOR LLP (the Sponsor and the Purchaser Representative) Vertical aerospace ltd. (Pubco) VErtical aerospace group ltd. (Company) VINCENT CASEY (solely in his capacity as the Company Shareholders Representative) vertical merger sub ltd. (Merger Sub) and THE COMPANY shareholderS SET FORTH HE

Vertical Aerospace Merger with Broadstone Acquisition Corp. Investor Conference Call Transcript June 10, 2021

Exhibit 99.2 Vertical Aerospace Merger with Broadstone Acquisition Corp. Investor Conference Call Transcript June 10, 2021 Operator Welcome to the Vertical Aerospace and Broadstone Acquisition Corp. Transaction Conference Call. The information discussed today is qualified in its entirety by the Form 8-K that is being filed today by Broadstone Acquisition Corp. and may be accessed on the SEC?s webs

Investor Presentation.

Sponsor Support Agreement, dated as of June 10, 2021.

Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of June 10, 2021, is entered into as a deed by and among Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the ?Sponsor?), Broadstone Acquisition Corp., a Cayman Islands exempted company (?Broadstone?), Vertical Aerospace Group Ltd., a company limited by shares incorporated in Eng

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 (June 10, 2021) BRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 (June 10, 2021) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorpor

Sponsor Support Agreement, dated as of June 10, 2021.

Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of June 10, 2021, is entered into as a deed by and among Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the ?Sponsor?), Broadstone Acquisition Corp., a Cayman Islands exempted company (?Broadstone?), Vertical Aerospace Group Ltd., a company limited by shares incorporated in Eng

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ¨ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39506 BROADSTO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROADSTONE ACQUISITION CORP. (Exact name of registrant

Broadstone Acquisition Corp. Receives Anticipated Notice from New York Stock Exchange Regarding Pending Quarterly Report Filing

Exhibit 99.1 Broadstone Acquisition Corp. Receives Anticipated Notice from New York Stock Exchange Regarding Pending Quarterly Report Filing NEW YORK, June 1, 2021 /PRNewswire/ - Broadstone Acquisition Corp. (NYSE: BSN) (the ?Company?) received written notification from The New York Stock Exchange (?NYSE?) on May 25, 2021 that, because the Company has not yet filed its Quarterly Report on Form 10-

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2021 (May 25, 2021) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorporat

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2021 (May 20, 2021) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of incorporat

SEC FILE NUMBER

SEC FILE NUMBER 001-39506 CUSIP NUMBER G1739V100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39506 BROADSTONE ACQUISITION COR

Description of Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Broadstone Acquisition Corp.?s (the ?Company,? ?we? or ?us?) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this “Agreement”) is made and entered into as of this 16th day of February, 2021, by and among Broadstone Sponsor LLP, Xercise2 Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Broadstone Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Broadstone Acquisition Corp (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G1739V100 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Broadstone Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Broadstone Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G1739V 100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

Broadstone Acquisition Corp

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Broadstone Acquisition Corp (Name of Issuer) Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant (Title of Class of Securities) G1739V118 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Broadstone Acquisition Corp. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) Calendar

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Broadstone Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) G1739V118 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Broadstone Acquisition Corp. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.000

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Broadstone Acquisition Corp. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G1739V118** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statemen

BSN / Broadstone Acquisition Corp. / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Broadstone Acquisition Corp. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G1739V118** (CUSIP Number) November 16, 2020 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ¨ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (AMENDMENT NO. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROADSTONE ACQUISITION CORP. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROADSTONE ACQUISITION CORP. (Exact nam

Quarterly Report - FORM 10-Q

10-Q 1 tm2034066d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BROADSTONE ACQUISIT

Broadstone Acquisition Corp. Announces Closing of IPO Over-Allotment Option

Exhibit 99.2 Broadstone Acquisition Corp. Announces Closing of IPO Over-Allotment Option October 15, 2020 – Broadstone Acquisition Corp. (the “Company”) announced yesterday the closing of the issuance of an additional 530,301 units pursuant to the partial exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering. The additional units were sold at

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 20, 2020 (October 14, 2020) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction of in

BROADSTONE ACQUISITION CORP. BALANCE SHEET

Exhibit 99.1 BROADSTONE ACQUISITION CORP. BALANCE SHEET September 15, 2020 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets Current assets: Cash $ 1,684,998 $ 106,060 (b) $ 1,684,998 (106,060 ) (c) Prepaid expenses 236,800 - 236,800 Total current assets 1,921,798 - 1,921,798 Cash held in Trust Account 300,000,000 5,303,010 (a) 305,303,010 Total Assets $ 301,921,798 $ 5,303,010 $ 30

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2020 (September 15, 2020) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction o

BROADSTONE ACQUISITION CORP.

Exhibit 99.1 BROADSTONE ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 15, 2020 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Broadstone Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Br

Underwriting Agreement, dated September 10, 2020, by and between the Company and Citigroup Global Markets Inc., as representative of the underwriters. (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 1.1 Execution Version Broadstone Acquisition Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York September 10, 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to

Broadstone Acquisition Corp. Announces Closing of $300 Million Initial Public Offering

Exhibit 99.2 Broadstone Acquisition Corp. Announces Closing of $300 Million Initial Public Offering September 15, 2020 – Broadstone Acquisition Corp. (the “Company”) announced the closing today of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units began trading on The New York Stock Exchange (the “NYSE”) under the ticker symbol “BSN.U” on September 11, 2020. E

Warrant Agreement between Broadstone Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of September 10, 2020 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 4.1 Execution Version WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 2020, is by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agen

Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Broadstone Acquisition Corp. (ROC #362713) (the "Company") TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 10 September 2020, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Association It is r

Investment Management Trust Agreement, dated September 10, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 10, 2020 by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statem

Administrative Services Agreement, dated September 10, 2020, by and between the Company and Broadstone Sponsor LLP. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 10.5 BROADSTONE ACQUISITION CORP. 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom September 10, 2020 Broadstone Sponsor LLP 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Broadstone Acquisition Corp. (the “Company”) and Broadstone Sponsor LLP (t

Broadstone Acquisition Corp. Announces Pricing of $300 Million Initial Public Offering

Exhibit 99.1 Broadstone Acquisition Corp. Announces Pricing of $300 Million Initial Public Offering September 11, 2020 – Broadstone Acquisition Corp. (the “Company”) announced yesterday the pricing of its initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on The New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “BSN.U” beginning

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2020 (September 10, 2020) BROADSTONE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-39506 N/A (State or other jurisdiction o

Private Placement Warrants Purchase Agreement, dated September 10, 2020, by and among the Company and Broadstone Sponsor LLP (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 10.4 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 10, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Broadstone Sponsor LLP, a United Kingdom limited liability partn

Registration Rights Agreement, dated September 10, 2020, by and among the Company and Broadstone Sponsor LLP (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2020, is made and entered into by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”) and each of the undersigned parties listed on

Letter Agreement, dated September 10, 2020, by and among the Company, its executive officers, its directors and Broadstone Sponsor LLP. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

Exhibit 10.1 Execution Version September 10, 2020 Broadstone Acquisition Corp. 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Broadstone Acquisition Corp., a Cayman Is

Broadstone Acquisition Corp. 30,000,000 Units

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(4)  Registration No. 333-245663 P R O S P E C T U S Broadstone Acquisition Corp. $300,000,000 30,000,000 Units Broadstone Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganiz

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Broadstone Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State of incorporation or organization) N/A (I.R.S. Employer Identification No.) 7 Portman Mews

- S-1/A

As filed with the U.S. Securities and Exchange Commission on September 10, 2020. Registration No. 333-245663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadstone Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdictio

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 2 tm2023384d11ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2020, is by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the

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DAVID A. SAKOWITZ Partner 212 294-2639 [email protected] September 10, 2020 VIA EDGAR Anuja A. Majmudar Timothy S. Levenberg Office of Energy & Transportation U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Broadstone Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed September 8, 2020 File No. 333

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September 9, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE, Mail Stop 3010 Washington, DC 20549 Attention: Anuja A.

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Broadstone Acquisition Corp. 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom September 9, 2020 VIA EDGAR Anuja A. Majmudar Timothy S. Levenberg Office of Energy & Transportation U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Broadstone Acquisition Corp. Registration Statement on Form S-1 Filed August 13, 2020, as

Form of Registration Rights Agreement among the Registrant, Broadstone Sponsor LLP and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2020, is made and entered into by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto un

Consent of Rory Cullinan.

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Broadstone Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named to the

Specimen Warrant Certificate. (Incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BROADSTONE ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered hold

Form of Second Amended and Restated Memorandum and Articles of Association.

Exhibit 3.3 THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF BROADSTONE ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES LAW (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF BROADSTONE AC

Form of Indemnity Agreement.

EX-10.5 16 tm2023384d8ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2020, by and between BROADSTONE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers

Form of Administrative Services Agreement between the Registrant and Broadstone Sponsor LLP.

Exhibit 10.8 BROADSTONE ACQUISITION CORP. 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom [], 2020 Broadstone Sponsor LLP 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Broadstone Acquisition Corp. (the “Company”) and Broadstone Sponsor LLP (the “Sponso

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF BROADSTONE ACQUISITION CORP. Auth Code: H23941085745 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF BROADSTONE ACQUISITION CORP. 1 The name of the Company is Broadstone Acquisition C

Form of Private Placement Warrants Purchase Agreement among the Registrant and Broadstone Sponsor LLP.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Purchaser”). WH

Form of Underwriting Agreement.

Exhibit 1.1 Broadstone Acquisition Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENT New York, New York [ ], 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 As Representative of the several Underwriters Ladies and Gentlemen: Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwr

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2020, is by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is

Consent of Philip Bassett.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Broadstone Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named to the

Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BROADSTONE ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferr

Code of Ethics. (Incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

Exhibit 14.1 BROADSTONE ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [], 2020 I. Introduction The Board of Directors (the “Board”) of Broadstone Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent tha

Securities Subscription Agreement between Broadstone Sponsor LLP and the Registrant.

Exhibit 10.7 Execution Version Broadstone Acquisition Corp. 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom May 19, 2020 Broadstone Sponsor LLP 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on May 19, 2020 by and between Broadstone Sponsor LLP, a limited liab

Form of Letter Agreement among the Registrant, Broadstone Sponsor LLP and each of the officers and directors of the Registrant.

Exhibit 10.1 [], 2020 Broadstone Acquisition Corp. 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Broadstone Acquisition Corp., a Cayman Islands exempted company (the

Power of Attorney.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 8, 2020. Registration No. 333-245663 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadstone Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or

Consent of Ian Cormack.

Exhibit 99.1 Consent to be Named as a Director In connection with the filing by Broadstone Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named to the

Specimen Ordinary Share Certificate. (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP BROADSTONE ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferable on the books of the Company in person or by duly autho

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2020 by and between Broadstone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 33

Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Broadstone Acquisition Corp. (ROC #362713) (the "Company") TAKE NOTICE that by written resolution of the sole shareholder of the Company dated 2 August 2020, the following special resolution was passed: It is resolved as a special resolution: That the Memorandum and Articles of Associati

Promissory Note issued to Broadstone Sponsor LLP.

Exhibit 10.6 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN

Power of Attorney.

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 13, 2020. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadstone Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of

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DAVID A. SAKOWITZ Partner 212 294-2639 [email protected] July 28, 2020 VIA EDGAR Anuja A. Majmudar Timothy S. Levenberg Office of Energy & Transportation U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Broadstone Acquisition Corp. Draft Registration Statement on Form S-1 Filed June 29, 2020 File No. 377-03258 Dear Ms. Majmud

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TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on July 28, 2020 as Amendment No. 1 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadstone Acquisition Cor

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TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on June 29, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Broadstone Acquisition Corp. (Exact name of r