Item 1.01. Entry into a Material Definitive Agreement





General

On June 10, 2021, Broadstone Acquisition Corp., a Cayman Islands exempted company with limited liability ("Broadstone"), Broadstone Sponsor LLP, a United Kingdom limited liability partnership, Vertical Aerospace Ltd., a Cayman Islands exempted company incorporated with limited liability ("Pubco"), Vertical Merger Sub Ltd., a Cayman Islands exempted company incorporated with limited liability and a wholly owned subsidiary of Pubco ("Merger Sub"), Vertical Aerospace Group Ltd., a private limited company incorporated in England and Wales (the "Company"), Vincent Casey, solely in his capacity as the representative of the shareholders of the Company (the "Company Shareholder Representative"), and the shareholders of the Company party thereto (the "Company Shareholders") entered into a Business Combination Agreement (the "Business Combination Agreement"), which, among other things, provides for (a) the merger of Broadstone with Merger Sub (the "Merger"), with Broadstone surviving the Merger and the shareholders of Broadstone becoming shareholders of Pubco, which will become a new public company, and (b) on the first business day following such Merger, the exchange of 100% of the outstanding ordinary shares of the Company by the Company Shareholders for ordinary shares of Pubco. Pubco is a newly formed entity that was formed for the sole purpose of entering into and consummating the transactions set forth in the Business Combination Agreement. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

Broadstone, Pubco, Merger Sub, the Company, the Sponsor and the Company Shareholders are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties."

The Business Combination Agreement

Structure of the Proposed Transactions

Pursuant to the terms, and subject to the conditions, contained in the Business Combination Agreement, the Parties to the Business Combination Agreement will effect the following transactions:

(1) On the business day prior to the Merger Effective Time, the Broadstone


     private warrants held by the Sponsor shall be surrendered for nil
     consideration and cancelled;

(2) At the Merger Effective Time, Broadstone will merge with and into Merger Sub,


     as a result of which:

a. the separate corporate existence of Merger Sub shall cease and Broadstone


    shall continue as the surviving company and a direct wholly owned subsidiary
    of Pubco;

b. each issued and outstanding Class A ordinary share of Broadstone immediately


    prior to the Merger Effective Time shall be converted automatically into the
    right of the holder thereof to receive one (1) ordinary share of Pubco,
    following which the Class A ordinary shares shall cease to be outstanding and
    shall automatically be cancelled; and

c. each issued and outstanding Class B ordinary share of Broadstone immediately


    prior to the Merger Effective Time shall be transferred to Pubco, in exchange
    for the right of the holder thereof to be issued one (1) ordinary share of
    Pubco.

(3) On the first business day following the Merger Effective Time, Pubco will


     acquire all of the Company Shares in exchange for the issue to the Company
     Shareholders of Pubco ordinary shares (the "Pubco Ordinary Shares") on a pro
     rata basis (the "Share Acquisition", and together with the Merger and the
     other transactions contemplated by the Business Combination Agreement and the
     Ancillary Documents, the "Proposed Transactions").




Consideration

Each Broadstone unit outstanding immediately prior to the Merger Effective Time shall be automatically detached pursuant to the terms of the Business Combination Agreement and the holder thereof shall be deemed to hold one (1) Broadstone Class A ordinary share and one-half (1/2) of a warrant to purchase one (1) Broadstone Class A ordinary share, which underlying securities shall be converted as set forth below and in accordance with the applicable terms of the Business Combination Agreement.

At the Merger Effective Time, by virtue of the Merger and without any further action required on the part of any Party or the holders of securities of Purchaser or Merger Sub:

(1) Broadstone Class A ordinary shares: Each Broadstone Class A ordinary share


     issued and outstanding immediately prior to the Merger Effective Time (other
     than Class A ordinary shares owned by Broadstone as treasury shares) shall be
     converted automatically into the right of the holder thereof to receive one
     (1) Pubco Ordinary Share, following which, all Broadstone Class A ordinary
     shares shall cease to be outstanding and shall automatically be cancelled and
     shall cease to exist.

(2) Broadstone public warrants: Each issued and outstanding Broadstone public


     warrant issued and outstanding immediately prior to the Merger Effective Time
     shall be converted automatically into the right of the holder thereof to
     receive one (1) Pubco Public Warrant. At the Merger Effective Time, the
     Broadstone public warrants shall cease to be outstanding and shall
     automatically be cancelled and retired and shall cease to exist. Each of the
     Pubco Public Warrants shall have, and be subject to, substantially the same
     terms and conditions set forth in the Broadstone public warrants.

Concurrently with, and as part as of the same transaction as, the Merger, and effective as at the Merger Effective Time, the Sponsor, as sole holder of Broadstone Class B ordinary shares, shall sell and transfer to Pubco, and Pubco shall purchase from the Sponsor, all of the Broadstone Class B ordinary shares. In consideration for the sale and transfer of each one (1) Broadstone Class B ordinary share, Pubco shall issue to the Sponsor, one (1) Pubco Ordinary Share (deemed to have a value of ten dollars ($10.00) per share). Immediately after the Merger Effective Time, each Broadstone Class B ordinary share transferred to Pubco shall be converted and redesignated into an ordinary share of a par value of $0.0001 in the share capital of Broadstone.





Conduct of Business Covenants

During the period from the date of the Business Combination Agreement through the earlier of the closing of the Merger (the "Merger Closing") and the termination of the Business Combination Agreement in accordance with its terms (the "Interim Period"), subject to certain exceptions, each of the Company and Broadstone must comply with certain covenants that include (i) conducting its respective business, in all material respects, in the ordinary course of business consistent with past practice and (ii) complying with all applicable laws in all material respects.

Commercially Reasonable Efforts; Regulatory Approvals

Each of the parties must use its reasonable endeavors to take all necessary actions to consummate the Proposed Transactions, including the receipt of all applicable governmental consents, and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Proposed Transactions. . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth under the heading "Subscription Agreements" above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities of Pubco that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01. Regulation FD Disclosure.

On June 10, 2021, Broadstone and the Company issued a joint press release announcing the execution of the Business Combination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Notwithstanding the foregoing, information contained on the websites of Broadstone, the Company or any of their respective affiliates referenced in Exhibit 99.1 or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report on Form 8-K.

Furnished herewith as Exhibit 99.2 and incorporated herein by reference is the transcript of a pre-recorded investor call first posted on June 10, 2021 in connection with the announcement of the Proposed Transactions.

Furnished herewith as Exhibit 99.3 and incorporated herein by reference is the investor presentation that will be used by Broadstone and the Company with respect to the Proposed Transactions.

The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

In connection with the Proposed Transactions, a Registration Statement on Form F-4 is expected to be filed by Pubco with the SEC that will include a proxy statement of Broadstone that will also constitute a prospectus of Pubco (the "Proxy Statement/Prospectus"). The definitive Proxy Statement/Prospectus will be mailed to Broadstone's shareholders. Broadstone, the Company and Pubco urge investors, shareholders and other interested persons to read, when available, the Registration Statement, as well as other documents filed with the SEC, because these documents will contain important information about Broadstone, the Company, Pubco and the Proposed Transactions. The definitive Proxy Statement/Prospectus will be mailed to Broadstone's shareholders as of a record date to be established for voting on the Proposed Transactions. Broadstone's shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Broadstone Acquisition Corp., 7 Portman Mews South Marylebone, London W1H 6AY United Kingdom. These documents, once available, can also be obtained, without charge, at the SEC's web site (http://www.sec.gov). In addition, the documents filed by the Company may be obtained free of charge from the Company's website at: https://www.vertical-aerospace.com or by written request to: Vertical Aerospace Group Ltd., 140-142 Kensington Church Street, London, W8 4BN, United Kingdom.





Participants in Solicitation

Broadstone, the Company, Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Broadstone's shareholders in connection with the Proposed Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Broadstone's directors and executive officers in the final prospectus from Broadstone's initial public offering, which was filed with the SEC on September 14, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Broadstone's shareholders in connection with the Proposed Transactions will be set forth in the Proxy Statement/Prospectus for the Proposed Transactions when available. Information concerning the interests of Broadstone's and the Company's participants in the solicitation, which may, in some cases, be different than those of Broadstone's and the Company's equity holders generally, will be set forth in the Proxy Statement/Prospectus relating to the Proposed Transactions when it becomes available.





Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Broadstone, Pubco or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.











Forward Looking Statements

This Current Report on Form 8-K (including certain of the exhibits hereto) includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The forward-looking statements contained or incorporated by reference in this Current Report on Form 8-K are based on Broadstone's and the Company's current expectations and beliefs concerning future developments and their potential effects on Broadstone and the Company. There can be no assurance that future developments affecting Broadstone and the Company will be those that Broadstone and the Company have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Broadstone and the Company's control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this presentation, including (i) that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Broadstone's securities, (ii) the risk that the Proposed Transactions may not be completed by Broadstone's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Broadstone, (iii) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of the Business Combination Agreement by the shareholders of Broadstone and the satisfaction of the minimum trust account amount following any redemptions by Broadstone's public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the Proposed Transactions, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Proposed Transactions on the Company's business relationships, operating results and business generally, (vii) risks that the Proposed Transactions disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against Broadstone related to the Business Combination Agreement or the Proposed Transactions, (ix) the ability to list Pubco's securities on the New York Stock Exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company's business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts and other expectations after the completion of the Proposed Transactions, and identify and realize additional opportunities, (xii) the potential inability of the Company to produce or launch aircraft in the volumes and on timelines projected, (xiii) the potential inability of the Company to obtain the necessary certifications on the timelines projected, (xiv) the potential that the Company's aircraft may not perform at the levels expected or on the timelines projected, (xv) the potential that certain of the Company's strategic partnerships may not materialize into long-term partnership arrangements, (xvi) the enforceability of the Company's intellectual property and (xvii) the effects of health epidemics, including the COVID-19 pandemic.

The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Broadstone's most recent filings with the SEC and will be contained in the Registration Statement, including the Proxy Statement/Prospectus expected to be filed in connection with the Proposed Transactions. All subsequent written and oral forward-looking statements concerning Broadstone, the Company or Pubco, the transactions described herein or other matters and attributable to Broadstone, the Company, Pubco or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Each of Broadstone, the Company and Pubco expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.





Exhibit No.    Description
  2.1            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.
  10.1           Sponsor Support Agreement, dated as of June 10, 2021.
  10.2           Shareholder Support Agreement, dated as of June 10, 2021.
  99.1           Press Release, dated June 10, 2021.
  99.2           Transcript of Investor Call.
  99.3           Investor Presentation.

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