Vertical Aerospace Ltd entered into a definitive agreement to acquire Broadstone Acquisition Corp. (NYSE:BSN) from a group of shareholders in a reverse merger transaction for $1.7 billion on June 10, 2021. Under the terms of the agreement, a total of 175 million of Broadstone shares will be issued to the holders of the Vertical. Vertical will be listed on the New York Stock Exchange following the combination under the ticker EVTL. The ordinary share PIPE includes commitments from institutional investors, 40 North and Microsoft's M12 as well as the strategic investors comprising of American Airlines, Avolon, Rolls-Royce and Honeywell. Following consummation of the transaction, Broadstone's existing public shareholders will own approximately 13.75% of the issued and outstanding of the resulting issuer, Initial Shareholders will own approximately 3.44%, PIPE Investors will own approximately 4.01%, Vertical Shareholders will own approximately 78.81% of the resulting issuer. Stephen Fitzpatrick, founder of Vertical Aerospace to remain largest shareholder.

The corporate headquarters and principal executive offices of Resulting Issuer will be located at Vertical Aerospace Group Ltd., 140-142 Kensington Church Street, London, England, W8 4BN, United Kingdom; and it's Ordinary Shares and warrants will be traded on the NYSE under the symbols “EVTL” and “EVTLW,” respectively. At the consummation of the transaction, the Directors of the resulting issuer will be Stephen Fitzpatrick, Michael Cervenka, Vincent Casey, and Marcus Waley-Cohen. Stephen Fitzpatrick is expected to serve as Chief Executive Officer, Michael Cervenka is expected to serve as President and Vincent Casey is expected to serve as Chief Financial Officer of resulting issuer. As of November 2, 2021, Vertical Aerospace announced the appointment of two Independent Non-Executive Directors, Kathy Cassidy and Gur Kimchi, to Vertical's Board of Directors, with Dómhnal Slattery becoming an advisor to Stephen Fitzpatrick, CEO and Chairman of Vertical. These appointments will be effective upon completion of Vertical's business combination with Broadstone Acquisition Corp. Vertical's executive team is comprised of Stephen Fitzpatrick, Chairman and CEO; Vinny Casey, Chief Financial Officer; and Michael Cervenka, President.

The transaction is subject to, among other things, the approval by Broadstone's shareholders, the registration statement shall have become effective, upon the Share Acquisition Closing, after giving effect to the Redemption, Broadstone shall have net tangible assets of at least $5,000,001, resignation of Broadstone Acquisition's Directors, and satisfaction or waiver of the other conditions stated in the definitive documentation. The Boards of Directors of both Broadstone and Vertical have approved the proposed transaction. The Board of Broadstone recommends that shareholders vote for the transaction. Extraordinary general meeting of Broadstone shareholders to be held virtually and in New York on December 14, 2021. As of December 14, 2021, Broadstone's shareholders has approved the transaction. Transaction values the combined company at a pro forma enterprise value of approximately $1.84 billion and pro forma equity value of $2.2 billion at the $10 per share PIPE price. Transaction expected to result in gross proceeds of $394 million. Transaction is expected to close in second half of 2021. As of December 2, 2021, Transaction is expected to close on or about December 16, 2021.

Winston & Strawn LLP is serving as legal advisor and Citi is serving as advisor to Broadstone. Robbie Mclaren and David Stewart of Latham & Watkins LLP are serving as legal advisors and Barclays is serving as lead financial advisor and lead capital markets advisor to Vertical. Barclays and Citi acted as joint placement agents on the PIPE. Nomura Greentech Capital Advisors, LLC acted as financial advisor to Vertical Aerospace Ltd. Continental Stock Transfer & Trust Company acted as the transfer agent to Broadstone as part of the transaction. Broadstone has engaged D.F. King & Co., Inc. to assist in the solicitation of proxies.

Vertical Aerospace Ltd completed the acquisition of Broadstone Acquisition Corp. (NYSE:BSN) from a group of shareholders in a reverse merger transaction on December 16, 2021.