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As filed with the Securities and Exchange Commission on September 20, 2021
Registration No. 333-257785
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
Form F-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Vertical Aerospace Ltd.
(Exact name of registrant as specified in its charter)
Cayman Islands
3721
N/A
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
c/o Vertical Aerospace Ltd.
140-142 Kensington Church Street
London, W8 4BN
United Kingdom
+44 117 457 2094
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
United States
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robbie McLaren, Esq.
J. David Stewart, Esq.
Latham & Watkins (London) LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44 20 7710-1000
David A. Sakowitz, Esq.
Michael J. Blankenship, Esq.
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 294-6700
Paul Amiss, Esq.
Winston & Strawn London LLP
1 Ropemaker Street
London, EC2Y 9AW
United Kingdom
Tel: +44 20 7011 8778
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company   ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐
CALCULATION OF REGISTRATION FEE
Title of each Class of Security to be registered
Amount to be
Registered(1)(2)
Proposed
Maximum
Offering
Price Per
Security(3)
Proposed
Maximum
Aggregate
Offering
Price(3)
Amount of
Registration
Fee
Ordinary Shares(4)
38,162,876
$9.89
$377,430,843.64
$41,177.71
Warrants(5)
15,265,150
$1.22
$18,623,483.00
$2,031.82
Ordinary Shares issuable on exercise of Warrants(6)
15,265,150
$—(7)
$—(7)
Total
68,693,176
$43,209.53(8)
(1)
All securities being registered will be issued by Vertical Aerospace Ltd., a Cayman Islands exempted company (“Pubco”). In connection with the Business Combination described in the enclosed proxy statement/prospectus, (a) Vertical Merger Sub Ltd. (“Merger Sub”), a newly incorporated Cayman Islands exempted company and a subsidiary of Pubco, will be merged with Broadstone Acquisition Corp., a publicly traded Cayman Islands exempted company (“Broadstone”), and all of the outstanding Class A ordinary shares and publicly-traded warrants of Broadstone will be converted into securities of Pubco, (b) the private placement warrants of Broadstone shall be surrendered for cancellation, (c) the holders of Class B ordinary shares of Broadstone will transfer such shares in consideration for ordinary shares of Pubco and (d) the existing shareholders of Vertical Aerospace Group Ltd., a private limited company incorporated under the laws of England and Wales (“Vertical”), will transfer 100% of the outstanding ordinary shares of Vertical in consideration for ordinary shares of Pubco.
(2)
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Broadstone’s ordinary shares and Broadstone’s warrants on July 2, 2021. This calculation is in accordance with Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
(4)
Consists of Pubco ordinary shares issuable in exchange for 38,162,876 outstanding Broadstone ordinary shares, par value $0.0001 per share, including (a) 30,530,301 Class A ordinary shares included in outstanding units of Broadstone, with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, and (b) 7,632,575 Class B ordinary shares issued to Broadstone’s sponsor as founder shares. Upon the Business Combination described in this registration statement and the enclosed proxy statement/prospectus, all units will be separated into their component securities.
(5)
Consists of Pubco warrants issuable in exchange for outstanding Broadstone publicly-traded warrants, including 15,265,150 warrants included in outstanding units of Broadstone sold to the public in Broadstone’s initial public offering.
(6)
Consists of Pubco Ordinary Shares issuable upon exercise of Pubco warrants. Each Pubco warrant will entitle the warrant holder to purchase one Pubco Ordinary Share at a price of $11.50 per share (subject to adjustment).
(7)
No separate registration fee required pursuant to Rule 457(g) under the Securities Act.
(8)
Previously paid.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.
SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2021
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF BROADSTONE
ACQUISITION CORP.
PROSPECTUS FOR
38,162,876 ORDINARY SHARES AND
15,265,150 WARRANTS TO PURCHASE ORDINARY SHARES,
IN EACH CASE, OF VERTICAL AEROSPACE LTD.
The board of directors of Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”) has unanimously approved the Business Combination Agreement, dated as of June 10, 2021, as it may be amended (the “Business Combination Agreement”), by and among Broadstone, Vertical Aerospace Ltd., a Cayman Islands exempted company (“Pubco”), Vertical Merger Sub Ltd., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), Vertical Aerospace Group Ltd., a private limited company incorporated under the laws of England and Wales (“Vertical”) and the shareholders of Vertical party thereto (the “Vertical Shareholders”), which, among other things, provides for (i) the Merger of Merger Sub with Broadstone, with Broadstone surviving the Merger and the shareholders of Broadstone becoming shareholders of Pubco, (ii) upon the effectiveness of such Merger, the transfer of 100% of the outstanding ordinary shares of Vertical by the Vertical Shareholders for Ordinary Shares of Pubco (collectively, the “Business Combination”) and (iii) the adoption of Pubco’s amended and restated memorandum and articles of association. As a result of and upon consummation of the Business Combination, each of Broadstone and Vertical will become a wholly owned subsidiary of Pubco, as described in this proxy statement/prospectus, and Pubco will become a new public company owned by the prior shareholders of Broadstone and the prior shareholders of Vertical.
Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i) each outstanding private warrant of Broadstone will be surrendered for nil consideration and cancelled; (ii) each outstanding Class A ordinary share of Broadstone will be converted into one ordinary share of Pubco; (iii) each outstanding public warrant of Broadstone will be converted into one warrant of Pubco that entitles the holder thereof to purchase one ordinary share of Pubco in lieu of one ordinary share of Broadstone and otherwise upon substantially the same terms and conditions; (iv) each outstanding Class B ordinary share of Broadstone will be transferred to Pubco in consideration for one ordinary share of Pubco; and (v) 100% of the outstanding ordinary shares of Vertical will be transferred to Pubco in consideration for ordinary shares of Pubco. Accordingly, this proxy statement/prospectus covers the issuance by Pubco of an aggregate of 38,162,876 ordinary shares, 15,265,150 warrants and 15,265,150 ordinary shares issuable upon exercise of warrants.
As a result of the Business Combination, Pubco will become a new public company, and each of Broadstone and Vertical will become a wholly-owned subsidiary of Pubco. The former shareholders of Broadstone and Vertical will become shareholders of Pubco.
In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Pubco and Broadstone entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Pubco agreed to issue and sell to such PIPE Investors, an aggregate of 8,900,000 Pubco Ordinary Shares at $10.00 per share for gross proceeds of $89,000,000 (the “PIPE Financing”) on the date of Closing. The Pubco Ordinary Shares to be issued under the Subscription Agreements are being issued in private placement transactions pursuant to an exemption from registration requirements of the Securities Act and have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. Pubco will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the closing of the Business Combination.
As a result of the Business Combination, assuming that no shareholders of Broadstone elect to redeem their Class A ordinary shares of Broadstone issued as part of the Units sold in Broadstone’s initial public offering (“Public Shares”) for cash in connection therewith as permitted by Broadstone’s amended and restated memorandum and articles of association, the Vertical Shareholders (including individuals that receive Pubco Ordinary Shares upon the exercise of the Vertical Options) and the former Broadstone shareholders will own approximately 66.19% and 13.75%, respectively, of the Ordinary Shares of Pubco to be outstanding immediately after the Business Combination, provided that such numbers exclude the Earn Out Shares and include the Pubco Ordinary Shares issuable upon the exercise of the Vertical Options. If 15,430,301 of Broadstone Class A ordinary shares (the maximum number of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $240 million Closing Cash in order to consummate the Business Combination) are converted into cash, such percentages will be approximately 71.14% and 7.31%, respectively.
Under the Business Combination Agreement, the closing of the Business Combination and the transactions contemplated therein is subject to a number of conditions, including (i) that Broadstone shareholders approve the Business Combination Proposal and (ii) Broadstone and Pubco having at least $240 million of cash either in or outside of the Trust Account (as defined herein), after taking into accounts payments by Broadstone to Broadstone public shareholders who exercise their redemption rights, as described herein, and any proceeds received by Pubco from the PIPE Financing. If any of the conditions to Broadstone’s, Pubco’s or Vertical’s obligation to consummate the Business Combination or any of the transactions contemplated therein are not satisfied, then the parties to the Business Combination Agreement will not be required to consummate the Business Combination and any of the transactions contemplated therein.
Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Extraordinary General Meeting of Broadstone scheduled to be held on            , 2021. In connection with the shareholder vote to approve the Business Combination, the Sponsor or Broadstone's directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Business Combination. The purpose of any such purchase could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination.
Broadstone’s units, ordinary shares and warrants are currently listed on The New York Stock Exchange (“NYSE”) under the symbols “BSN,” “BSN-UN” and “BSN-WT,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its ordinary shares and warrants on the NYSE under the symbols, “EVTL” and “EVTLW,” respectively. Pubco will not have units traded following consummation of the Business Combination.
Each of Broadstone and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.
Pubco is also a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Pubco’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Pubco will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
This proxy statement/prospectus provides you with detailed information about the Proposed Transactions and other matters to be considered at the Extraordinary General Meeting of Broadstone. We encourage you to carefully read this entire document and the documents incorporated by reference.
You should also carefully consider the risk factors described in “Risk Factors” beginning on page 55 of the accompanying proxy statement/prospectus.
Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the Proposed Transactions described in this proxy statement/prospectus, passed upon the merits or fairness of the Proposed Transactions described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.
This proxy statement/prospectus is dated            , 2021, and is first being mailed to Broadstone shareholders on or about            , 2021.

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PROXY STATEMENT/PROSPECTUS
BROADSTONE ACQUISITION CORP.
7 Portman Mews South
Marylebone, London W1H 6AY, United Kingdom
NOTICE OF EXTRAORDINARY GENERAL MEETING OF BROADSTONE ACQUISITION CORP.
TO BE HELD ON            , 2021
TO THE SHAREHOLDERS OF BROADSTONE ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of Broadstone Acquisition Corp., a Cayman Islands exempted company (“Broadstone”), will be held at 10:00 a.m. New York time, on            , 2021, at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Broadstone shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://                  and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Broadstone’s shareholders and Broadstone, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of Broadstone, the physical location of the meeting shall be at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, NY 10166. The virtual meeting format also allows attendance from any location in the world. You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:
(1)
The Business Combination Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the Business Combination Agreement, dated as of June 10, 2021 (the “Business Combination Agreement”), by and among Broadstone, Vertical Aerospace Ltd., a Cayman Islands exempted company (“Pubco”), Vertical Merger Sub Ltd., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), Vertical Aerospace Group Ltd., a private limited company incorporated under the laws of England and Wales (“Vertical”), Vincent Casey (solely in his capacity as the representative of the shareholders of Vertical (the “Vertical Shareholder Representative”)), and the shareholders of Vertical party thereto (the “Vertical Shareholders”), which proposal shall include approval of each of (a) the surrender for nil consideration and cancellation of the Broadstone private warrants, and upon the effectiveness of such merger, (b) the merger of Broadstone with Merger Sub (the “Merger”), with Broadstone surviving the Merger and the shareholders of Broadstone (save for holders of Class B ordinary shares of Broadstone and Broadstone private warrants) becoming shareholders of Pubco, with Pubco becoming a new public company, (i) the acquisition of the Class B ordinary shares of Broadstone by Pubco in consideration for ordinary shares of Pubco, and (ii) the acquisition of 100% of the outstanding ordinary shares of Vertical by Pubco in consideration for ordinary shares of Pubco (the “Share Acquisition”), the (c) adoption of the Amended and Restated Memorandum and Articles of Association of Pubco and (d) the other transactions contemplated by the Business Combination Agreement (together with the Merger and Share Acquisition, the “Proposed Transactions”) — a copy of the Business Combination Agreement and a copy of the Amended and Restated Memorandum and Articles of Association of Pubco are attached to the accompanying proxy statement/prospectus as Annex A and Annex B, respectively — we refer to this proposal as the “Business Combination Proposal;”
(2)
The Merger Proposal: to consider and vote upon, as a special resolution, a proposal to approve and authorize the Plan of Merger (the “Plan of Merger”) (made in accordance with the provisions of Section 233 of the Cayman Companies Act and included as Annex C to this proxy statement/
 

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prospectus) and to authorize the Merger of Broadstone with Merger Sub — we refer to this proposal as the “Merger Proposal.”
(3)
The Share Issuance Proposal: to consider and vote upon, as an ordinary resolution, for purposes of complying with applicable New York Stock Exchange listing rules, the issuance of more than 20% of Broadstone’s issued and outstanding ordinary shares in financing transactions in connection with the Proposed Transactions — we refer to this proposal as the “Share Issuance Proposal;”
(4)
The Pubco Incentive Plan Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Pubco Incentive Plan”), which will become effective on the closing of the Merger and will be used by Pubco following the completion of the Proposed Transactions (the “Pubco Incentive Plan Proposal”) — a copy of the Pubco Incentive Plan is included as Annex D to this proxy statement/prospectus — we refer to this proposal as the “Pubco Incentive Plan Proposal;” and
(5)
The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates (a) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting there are not sufficient votes to approve one or more proposals presented to shareholders for vote and (b) to the extent necessary, to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Broadstone shareholders or, if as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Broadstone Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting — we refer to this proposal as the “Adjournment Proposal.”
These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Broadstone ordinary shares at the close of business on            , 2021 are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments of the Extraordinary General Meeting. A complete list of our shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting.
After careful consideration, our board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Pubco Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of Broadstone and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Pubco Incentive Plan Proposal, the Share Issuance Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Proposed Transactions that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Proposed Transactions.”
The Proposed Transactions contemplated by the Business Combination Agreement will be consummated only with the affirmative vote of a majority of the holders of the outstanding Broadstone ordinary shares, who, being present in person or by proxy and entitled to vote at the Broadstone extraordinary general meeting, vote at the extraordinary general meeting in favor of the Business Combination Proposal and with the affirmative vote of a majority of at least two-thirds of such holders of Broadstone ordinary shares as, being entitled to do so, vote in person or by proxy at the extraordinary general meeting in favor of the Merger Proposal. If the Business Combination Proposal, and the Merger Proposal are approved, the Adjournment Proposal will not be presented to shareholders for a vote.
All Broadstone shareholders are cordially invited to attend the meeting in person. To ensure your representation at the meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record of ordinary shares of Broadstone, you may
 

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also cast your vote in person at the meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
If you have any questions or need assistance voting your shares, please call our proxy solicitor, D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, at (800) 515-4479; banks and brokers may reach D.F. King & Co., Inc. at (212) 269-5550.
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Proposed Transactions.
By Order of the Board of Directors
Hugh Osmond
Chairman
IF YOU RETURN YOUR PROXY CARD(S) WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT THAT BROADSTONE REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. NEW YORK TIME ON            , 2021 (TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) (i) CHECKING THE BOX ON THE PROXY CARD, OR (ii) DELIVERING A REDEMPTION NOTICE TO BROADSTONE’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO BROADSTONE’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARE CERTIFICATE AND REDEMPTION NOTICE ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN “STREET NAME”, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF BROADSTONE SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
This proxy statement/prospectus is dated           , 2021 and is first being mailed to Broadstone shareholders on or about that date.
 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Pubco, constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Ordinary Shares to be issued to Broadstone shareholders, the warrants to acquire Pubco Ordinary Shares to be issued to Broadstone warrant holders and the Pubco Ordinary Shares underlying such warrants, in connection with the Proposed Transactions. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of Broadstone at which Broadstone shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS
In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:
“$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar; and
“£” “GBP” and “Pound” each refers to the pound sterling, the official currency of the United Kingdom.
FINANCIAL STATEMENT PRESENTATION
Pubco
Vertical Aerospace Ltd. (“Pubco”) was incorporated on May 21, 2021 for the purpose of effectuating the Proposed Transactions described herein. Pubco has no material assets and does not operate any businesses. Accordingly, no financial statements of Pubco have been included in this proxy statement/prospectus. Following the Proposed Transactions, Pubco will qualify as a “foreign private issuer” as defined under Rule 405 under the Securities Act and will prepare its financial statements denominated in British pounds sterling and in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Accordingly, the unaudited pro forma combined financial information presented in this proxy statement/prospectus have been prepared in accordance with IFRS and denominated in British pounds sterling.
Broadstone
The historical financial statements of Broadstone Acquisition Corp. (“Broadstone”) included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) with its presentation currency of U.S. dollars.
Vertical
Vertical Aerospace Group Ltd. (“Vertical” or the “Company”) is a private limited company incorporated under the laws of England and Wales in May 2020 and will become a wholly owned subsidiary of Pubco upon the completion of the Business Combination.
Prior to Vertical’s formation in May 2020, the principal activities of Vertical were carried out by Imagination Industries Aero Ltd. (formerly known as Vertical Aerospace Ltd.) (“IIAL”), a company incorporated under the laws of England and Wales that was founded and indirectly owned by Vertical’s majority shareholder, Stephen Fitzpatrick. IIAL owned Vertical Advanced Engineering Ltd. (“VAEL”). In July 2020, IIAL transferred all of its operations and substantially all of its net assets to Vertical, and in February 2021, IIAL transferred its investment in VAEL to Vertical (collectively, the “Reorganization”). See note 2 to Vertical’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus for more information.
The financial statements of Vertical included in this proxy statement/prospectus have been prepared in accordance with IFRS with its presentation currency of British pounds sterling.
 
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IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES
Vertical’s financial statements included in this proxy statement/prospectus are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.” Vertical’s interim financial statements are prepared in accordance with “IAS 34: Interim Financial Reporting” as issued by the International Accounting Standards Board. Vertical may refer in various places within this proxy statement/prospectus to non-IFRS financial measures. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Vertical’s consolidated financial results prepared in accordance with IFRS.
INDUSTRY AND MARKET DATA
This proxy statement/prospectus contains estimates, projections and other information concerning Vertical’s industry, including market size and growth of the market in which it participates, that are based on industry publications and reports and forecasts prepared by its management. In some cases, Vertical does not expressly refer to the sources from which these estimates and information are derived. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.
Certain estimates of market opportunity, including internal estimates of the addressable market for Vertical and forecasts of market growth included in this proxy statement/prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this proxy statement/prospectus relating to the size of Vertical’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market Vertical estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this proxy statement/prospectus, Vertical’s business could fail to successfully address or compete in such markets, if at all. We obtained certain information from the following sources:

Global Helicopter TAM — Worldwide; Fortune Business Insights; Statista; 2019 and 2020 (“Statista Helicopter Report”);

Global TAM Taxi, Commercial Airlines — Statista Mobility Market Outlook, 2020 (“Statista Taxi/Commercial Airlines Report,” taken together with the Statista Helicopter Report, the “Statista Reports”);

Leading Business Jet Type Markets Databank — Magna Intelligence (“Magna”); and

eVTOL/Urban Air Mobility TAM Update: A Slow Take-Off, But Sky’s the Limit — Morgan Stanley Research (“Morgan Stanley”).
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
 
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FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms the “Company” and “Vertical” refer to Vertical Aerospace Group Ltd., a private limited company incorporated under the laws of England and Wales, and the term “Broadstone” refers to Broadstone Acquisition Corp., a Cayman Islands exempted company. “Pubco” refers to Vertical Aerospace Ltd., a Cayman Islands exempted company.
In this document:
10% Stockholder” means an employee who owns or is deemed to own more than 10% of the combined voting power of all of Pubco’s classes of shares, or of any parent or subsidiary.
AAM” means advanced air mobility, with reference to the advanced air mobility market.
Adjournment Proposal” means a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal and the Merger Proposal.
Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Pubco to be adopted prior to consummation of the Business Combination in the form attached hereto as Annex B.
American” means American Airlines Inc.
American Lock-Up Agreement” means the Lock-Up Agreement to be entered into by American at the Share Acquisition Closing in connection with the Proposed Transactions.
American SPA” means the share purchase deed, dated as of June 10, 2021, providing for, among other things, the sale of 5,804 Class Z ordinary shares of Vertical to Pubco in consideration for the issuance by Pubco of 6,125,000 Ordinary Shares to American.
American Warrant Instrument” means the warrant instrument to be entered into by Pubco immediately following the Share Acquisition Closing pursuant to which, among other things, American will receive warrants for Pubco Ordinary Shares.
Ancillary Documents” means each agreement, instrument or document including the Lock-Up Agreements, the Plan of Merger, Pubco Incentive Plan, the Amended and Restated Memorandum and Articles of Association, the New Registration Rights Agreement, the Avolon Warrant Instrument, the American Warrant Instrument and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Business combination Agreement in connection with or pursuant to the Business Combination Agreement.
Avolon” means Avolon e Limited.
Avolon Warrantholders” means the shareholders of Avolon e Limited.
Avolon Lock-Up Agreement” means the Lock-Up Agreement to be entered into by the Avolon Warrantholders at the Share Acquisition Closing in connection with the Proposed Transactions.
Avolon Warrant Instrument” means the warrant instrument to be entered into by Pubco immediately following the Share Acquisition Closing pursuant to which, among other things, the Avolon Warrantholders will receive warrants for Pubco Ordinary Shares.
British pounds sterling” or “£” means the legal currency of the United Kingdom.
Broadstone” means Broadstone Acquisition Corp., a Cayman Islands exempted company.
broker non-vote” means the failure of a Broadstone shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
Business Combination Agreement” means the Business Combination Agreement, dated as of June 10, 2021, as may be amended, by and among, inter alia, Broadstone, Merger Sub, Pubco, Vertical and the Vertical Shareholders, and attached hereto as Annex A.
 
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Business Combination” or “Proposed Transactions” means the Merger, the Share Acquisition, and any other transactions contemplated by the Business Combination Agreement.
Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement, and the transactions contemplated thereby, including the Proposed Transactions.
CDC” means the Center for Disease Control and Prevention.
Closing” means the closing of the Proposed Transactions.
Closing Cash” has the meaning given to that term in the Business Combination Agreement.
Code” means the Internal Revenue Code of 1986, as amended.
Companies Act” or “Companies Law” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.
Company Loan Note Shares” means the 12,893 Class A ordinary shares of Vertical which will be issued and fully paid immediately prior to the Share Acquisition Closing in accordance with the terms of the applicable Loan Notes and a separate deed of conversion dated June 10, 2021.
Constitutional Documents” means the formation documents of any of the entities listed herein, including the memorandum and articles of association, as they may be amended.
Convertible Loan Note Instrument” means the convertible loan note instrument of Vertical dated March 11, 2021.
COVID-19” means the disease known as coronavirus disease or COVID-19, the virus known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and any evolutions or mutations thereof.
DTC” means the Depository Trust Company.
Earn Out Shares” means 35,000,000 Pubco Ordinary Shares issued at the Share Acquisition Closing to the Vertical Shareholders and Loan Note Holders, which will be held subject to restrictions and will be subject to forfeiture until Pubco satisfies certain milestones. Please see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement and Related Agreements — Lock-Up Agreements — Vertical Shareholder Lock-Up Agreement — The LNH Lock-Up Agreement.”
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Founder Shares” means Class B ordinary shares of Broadstone, 7,632,575 of which are currently outstanding and were issued to the Initial Shareholders prior to the Initial Public Offering of Broadstone (each a Founder Share).
IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).
Initial American Warrant Shares” means the Pubco Ordinary Shares represented by the warrant to be issued to American immediately after Closing in accordance with the American Warrant Instrument;
Initial Avolon Warrant Shares” means the Pubco Ordinary Shares represented by the warrants to be issued to Avolon’s shareholders immediately after Closing in accordance with the Avolon Warrant Instrument;
Initial Public Offering” or “IPO” means the initial public offering of Units of Broadstone, consummated on September 15, 2020.
Initial Shareholder” means the holder of the Founder Shares (being the Sponsor).
Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement or the Merger Closing.
Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.
 
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IRS” means the U.S. Internal Revenue Service.
JOBS Act” means the Jumpstart Our Business Startups Act.
Loan Notes” means $25,000,000 of convertible loan notes issued by Vertical to the Loan Note Holders pursuant to the Convertible Loan Note Instrument.
Loan Note Holders” means Microsoft Corporation and Rocket Internet SE (each a Loan Note Holder).
Lock-Up Agreements” means, collectively, the Vertical Shareholder Lock-Up Agreement, the Sponsor Lock-Up Agreement, the Avolon Lock-Up Agreement, the American Lock-Up Agreement and the LNH Lock-Up Agreement (each a Lock-Up Agreement).
LNH Lock-Up Agreement” means the Lock-Up Agreement to be entered into by the Loan Note Holders at the Share Acquisition Closing in connection with the Proposed Transactions.
LNH SPA” means the share purchase deed, dated as of June 10, 2021, providing for, among other things, the sale by the Loan Note Holders at the Share Acquisition Closing of the Company Loan Note Shares to Pubco in consideration for the issue by Pubco of 15,701,035 Ordinary Shares to such Loan Note Holders.
MWC Options” means the options granted by Pubco to Marcus Waley-Cohen for over two million (2,000,000) Pubco Ordinary Shares of equivalent value and on equivalent terms as the Private Placement Warrants, except that the options represent the right to acquire Pubco Ordinary Shares, with such options being granted out of the Pubco Incentive Plan.
Meeting” means the Extraordinary General Meeting of Broadstone, to be held on         , 2021 at 10:00 a.m. New York time, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166.
Merger” means the merger of Merger Sub with Broadstone, with Broadstone surviving such merger, prior shareholders of Broadstone receiving securities of Pubco, and Broadstone becoming a wholly owned subsidiary of Pubco.
Merger Closing” means the closing of the Merger.
Merger Closing Date” means the date of the Merger Closing.
Merger Effective Time” means the date and time on the Merger Closing Date when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or at such other, later date and time as is agreed between the parties to the Business Combination Agreement and specified in the Plan of Merger.
Merger Proposal” means a proposal to approve the Merger.
Merger Sub” means Vertical Merger Sub Ltd., a Cayman Islands exempted company.
New Registration Rights Agreement” means the registration rights agreement entered into by Pubco, the Sponsor, American, the Avolon Warrantholders and the Vertical Shareholders at the Merger Closing Date in connection with the Proposed Transactions.
NYSE” means the New York Stock Exchange.
ordinary resolution” means an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued ordinary shares of the company that are present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting.
Outside Date” means December 1, 2021, or such other date as determined in accordance with the terms of the Business Combination Agreement.
PCAOB” means the Public Company Accounting Oversight Board.
 
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PFIC” means passive foreign investment company.
PIPE Closing” means the closing of the Subscription Agreements.
PIPE” or “PIPE Financing” means the sale of 8,900,000 Pubco Ordinary Shares to the PIPE Investors at a purchase price of $10.00 per Ordinary Share.
PIPE Investment Amount” or “PIPE Investment” means the aggregate cash consideration of eighty-nine million dollars ($89,000,000).
PIPE Investors” means those certain investors who are party to the Subscription Agreements in connection with the PIPE Financing, which is composed of the following: (i) American ($25,000,000); (ii) Avolon ($15,000,000); (iii) Rolls-Royce Plc ($14,000,000); (iv) 40 North Latitude Master Fund Ltd. ($10,000,000); (v) Honeywell International Inc. ($10,000,000); (vi) Microsoft Corporation ($5,000,000); (vii) Stephen Fitzpatrick ($5,000,000); and (viii) the Sponsor ($5,000,000).
Private Placement Warrants” means the warrants sold by Broadstone privately to the Sponsor simultaneously with the consummation of the Initial Public Offering (including the underwriters’ partial exercise of their over-allotment option).
proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 filed with the SEC.
Pubco” means Vertical Aerospace Ltd., a Cayman Islands exempted company.
Pubco Incentive Plan” means the Vertical Aerospace Ltd. 2021 Incentive Award Plan attached to this proxy statement/prospectus as Annex D.
Pubco Incentive Plan Proposal” means a proposal to approve the Pubco Incentive Plan.
Pubco Options” means the Vertical Options that are exercisable for Pubco Ordinary Shares that are granted to the Vertical Option Holders in connection with the Proposed Transactions.
Pubco Ordinary Shares” or “Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of Pubco, unless otherwise specified.
Pubco Public Warrants” means each one (1) warrant of Pubco entitling the holder thereof to purchase one (1) Pubco Ordinary Share on substantially the same terms and conditions described in the IPO prospectus with respect to the public warrants of Broadstone.
Public Shareholders” means the holders of Public Shares.
Public Shares” or “Broadstone Public Shares” means ordinary shares of Broadstone issued as part of the Units sold in the Initial Public Offering.
Pubco Warrant Agreement” means the warrant agreement governing Pubco’s outstanding warrants.
Public Warrants” means the warrants included in the Units sold in the Initial Public Offering (including the underwriters’ partial exercise of their over-allotment option), each of which is exercisable for one ordinary share of Broadstone, in accordance with its terms.
Record Date” means                 , 2021.
Redemption” means the right of the holders of Broadstone ordinary shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.
Registration Rights Agreement” means the registration rights agreement dated September 10, 2020, entered into by Broadstone, the Sponsor and the Holders (defined therein).
SEC” means the U.S. Securities and Exchange Commission.
Securities Act” means the U.S. Securities Act of 1933.
 
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Senior Management” and “Senior Managers” refer to those persons named as officers of Vertical, and following the consummation of the Business Combination, of Pubco, in the section titled “Management of Pubco Following the Business Combination.”
Share Acquisition” means the acquisition by Pubco all of the issued share capital of Vertical in consideration for the issue to the Vertical Shareholders of Ordinary Shares, such that Vertical will be a direct wholly owned subsidiary of Pubco.
Share Acquisition Closing” means the closing of the Share Acquisition.
Share Acquisition Closing Date” means the date of the Share Acquisition Closing.
Shareholder Support Agreement” means the transaction support agreement dated June 10, 2021, entered into by the Vertical Shareholders, Vertical, Broadstone and Pubco.
Share Issuance Proposal” means a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of Broadstone’s issued and outstanding ordinary shares in financing transactions in connection with the Business Combination.
Special Shareholder Meeting” means the extraordinary general meeting of Broadstone to be called and held for the purpose of soliciting the Broadstone’s shareholders vote in favor of resolutions approving the Business Combination (among other proposals).
special resolution” means a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds (2/3) majority of the issued ordinary shares of the company that are present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting.
Sponsor” means Broadstone Sponsor LLP, a United Kingdom limited liability partnership (who is also the Initial Shareholder).
Sponsor Lock-Up Agreement” means the Lock-Up Agreement to be entered into by the Sponsor at the Share Acquisition Closing in connection with the Proposed Transactions.
Sponsor Support Agreement” means the transaction support agreement dated June 10, 2021, entered into by the Sponsor, Vertical, Broadstone, Pubco and Merger Sub.
Subscription Agreements” means the subscription agreements, each dated as of June 10, 2021, entered into by Broadstone, Pubco and the PIPE Investors, pursuant to which the PIPE Investors have agreed to purchase an aggregate of 8,900,000 Pubco Ordinary Shares immediately before the Closing at a purchase price of $10.00 per share.
Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the concurrent sale of the Private Placement Warrants (as applicable), and any over-allotment option exercised pursuant to such Initial Public Offering.
Unit” or “Units” means a unit or the units issued in the Initial Public Offering, each consisting of one ordinary share of Broadstone and one-half of one redeemable Public Warrant.
U.K.” means the United Kingdom.
U.S.” means the United States of America.
U.S. dollar,” “US$” and “$” mean the legal currency of the United States.
U.S. GAAP” means United States generally accepted accounting principles.
Vertical Options” means the options granted to the Vertical Option Holders in exchange for the 19,076 options to purchase Vertical B ordinary shares, issued by Vertical (each a Vertical Option).
Vertical Option Holders” means certain employees and directors of Vertical who hold the Vertical Options and who will become holders of the Pubco Options following the consummation of the Proposed Transactions.
 
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Vertical Shareholders” or “Company Shareholders” means the shareholders of Vertical named as a party to the Business Combination Agreement.
Vertical Shareholder Lock-Up Agreement” means the Lock-Up Agreement to be entered into by the Vertical Shareholders at the Share Acquisition Closing in connection with the Proposed Transactions.
Virgin Atlantic” means Virgin Atlantic Limited.
Warrants” means the Private Placement Warrants and Public Warrants.
Working Capital Loans” means the loans which may be offered by the Sponsor or certain of its officers and directors and their affiliates to Broadstone to fund working capital deficiencies.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of shareholders, including with respect to the Proposed Transactions. The following questions and answers may not include all the information that is important to Broadstone’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q. Why am I receiving this proxy statement/prospectus?
A.   Broadstone and Vertical have agreed to a business combination under the terms of the Business Combination Agreement, dated as of June 10, 2021, that is described in this proxy statement/prospectus and to approve the Business Combination contemplated by the Business Combination Agreement. This agreement is referred to as the “Business Combination Agreement.” The Business Combination Agreement provides for, among other things, (a) the Merger of Merger Sub with Broadstone, with Broadstone surviving the Merger and each of the current shareholders of Broadstone receiving securities of Pubco, which we call the “Merger,” ​(b) the exchange of 100% of the ordinary shares of Vertical by the Vertical Shareholders for Ordinary Shares of Pubco, which we call the “Share Acquisition” and (c) the adoption of Pubco’s Amended and Restated Memorandum and Articles of Association. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Q. When and where is the extraordinary general meeting?
A.   The extraordinary general meeting will be held on          , 2021, at 10:00 a.m., New York time, at the offices of Winston & Strawn LLP, 200 Park Avenue, New York, NY 10166. As a matter of Cayman Islands law, there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Broadstone shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting and entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Broadstone’s shareholders and Broadstone, and (ii) to promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention (“CDC”) and the U.S. Securities and Exchange Commission (“SEC”) due to the novel coronavirus (COVID-19). The virtual meeting format allows attendance from any location in the world.
Q. What is being voted on at the Meeting?
A.   Broadstone’s shareholders are being asked to vote to approve the Business Combination Agreement and transactions contemplated thereby, including the Merger. See the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Merger Proposal.”
In addition to the foregoing proposals, the shareholders are also asketo consider and vote upon (i) a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of Broadstone’s issued and outstanding ordinary shares in financing transactions in connection with the proposed Business
 
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Combination (see the section entitled “Proposal No. 3 — The Share Issuance Proposal”) and (ii) a proposal to approve the Vertical Aerospace Ltd. 2021 Incentive Award Plan (the “Pubco Incentive Plan”), which will become effective on the Merger Closing and will be used by Pubco following the completion of the Business Combination (see the section entitled “Proposal No. 4 — The Pubco Incentive Plan Proposal”).
The shareholders may also be asked to consider and vote upon a proposal to adjourn the Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, Broadstone would not have been authorized to consummate the Business Combination. See the section entitled “Proposal No. 5 — The Adjournment Proposal.”
Broadstone will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully.
The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is Broadstone proposing the Business Combination?
A.   Broadstone was incorporated to effect a merger, capital share exchange, asset acquisition or other similar business combination with one or more businesses or entities.
Broadstone completed its Initial Public Offering of 30 million Units on September 15, 2020, with each Unit consisting of one ordinary share and one-half of one redeemable Public Warrant, and also closed on the sale of 530,031 Units subject to over-allotment on October 14, 2020, raising total gross proceeds of $305,303,010. Since the Initial Public Offering, Broadstone’s activity has been limited to the evaluation of business combination candidates.
Broadstone was permitted to choose a target business in any industry or geographic region (with a focus on the U.K. and Europe) that it felt provided its shareholders with the greatest opportunity to participate in a company with significant growth potential. Accordingly, it regularly analyzed investment opportunities that were in various sectors and geographic regions (with a focus on the U.K. and Europe) in an effort to locate the best potential business combination opportunity for its shareholders.
Vertical operates in the electrical aerospace business. Based on its due diligence investigations of Vertical and the industry in which it operates, including the financial and other information provided by Vertical in the course of their negotiations, Broadstone believes that a business combination with Vertical will provide Broadstone shareholders with an opportunity to participate in a company with significant growth potential. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Reasons for the Approval of the Proposed Transactions.”
 
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Q. What positive and negative factors did the Broadstone board consider when determining whether or not to proceed with the Business Combination?
A.   In evaluating the Proposed Transactions and making the above determinations and its recommendation, the Broadstone board consulted with its advisors and Broadstone management and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Proposed Transactions, the board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Broadstone’s board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Broadstone’s board’s reasons for the Proposed Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”
The Broadstone board of directors ultimately determined that the decision to pursue a business combination with Vertical over the Other Potential Acquisitions was generally the result of, but not limited to, one or more of the following reasons:

the determination of Broadstone’s management and the Sponsor that: (i) the market opportunity was substantial, (ii) Vertical was an attractive investment opportunity because of its strategic industry backing and conditional pre-orders and has (a) ground-breaking proprietary technology, (b) a capital light business model with attractive unit economics, (c) strong growth potential and (d) an impressive management team;

the determination that the combination of Broadstone and Vertical has the potential to increase substantially the likelihood of the Company achieving its growth potential and thereby create shareholder value;

the determination of Broadstone’s management and the Sponsor that the Company was a more viable opportunity than the Other Potential Acquisitions; and

a difference in valuation expectations between Broadstone and the senior executives or shareholders of the Other Potential Acquisitions.
Specifically, Broadstone’s board considered a number of factors pertaining to the Proposed Transactions as generally supporting its decision to approve the entry into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:
Potential Market.   The Broadstone board believes that certifying VA-X4 to the most stringent aerospace standards should unlock a large urban air mobility sector whose total addressable market has been estimated by Morgan Stanley to be approximately $1 trillion by 2040.
Strong Management Team.   The Broadstone board believes that Vertical has a strong management team, led by founder and Chief Executive Officer Stephen Fitzpatrick. Over the past five years,
 
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Vertical has focused on building an experienced and senior team in the eVTOL industry who have over 1,200 combined years of experience, and have certified and supported over 30 different civil and military aircraft and propulsion systems.
Business Model Based on Industry Partnerships.   Vertical has partnered with leading strategic companies in the aerospace industry which enable it to benefit from research and development and commercial and manufacturing expertise of partners such as Rolls-Royce, Honeywell, GKN and Solvay. The Broadstone board believes that Vertical’s partnerships will facilitate execution and its pathway to certification, allow for a lean cost structure, and assist production at scale.
Key Strategic Investors and Conditional Pre-Orders.   Key strategic investors including Microsoft Corporation, American Airlines, Avolon, Honeywell and Rolls-Royce are all investing in the PIPE. Vertical has received an aggregate of up to 1,000 conditional aircraft pre-orders from launch customers American Airlines and Avolon, including a conditional pre-order option for Virgin Atlantic, valued in the aggregate at up to $4 billion.
Other Alternatives.   Broadstone’s board’s belief, after a thorough review of other business combination opportunities reasonably available to Broadstone, that the Proposed Transactions represent the best potential business combination for Broadstone based upon the process utilized to evaluate and assess other potential acquisition targets.
Terms of the Business Combination Agreement and Related Agreements.   Broadstone’s board of directors reviewed the financial and other terms of the Business Combination Agreement and related agreements and determined that they were the product of arm’s-length negotiations among the parties.
The Broadstone board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:
Business Risks.   The risks pertaining to the execution of the business strategy and the fact that Vertical is an early-stage company with no real operations and with a history of losses. The Broadstone board considered that there were such risks associated with the successful implementation of the business plan and Vertical realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control. The Broadstone board considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Broadstone shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination.
Industry Risks.   The Broadstone board considered the risks that this nascent industry may not fully develop its growth potential. In addition, there is a risk that Vertical may not effectively market and sell the aircraft as a substitute for conventional methods of transportation.
 
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Litigation.   The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.
Fees and Expenses.   The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination Agreement is consummated.
No Third-Party Valuation.   The Broadstone board considered the fact that third-party valuation or fairness opinion has not been sought in connection to the Business Combination.
Redemption Risk.   The risk that a significant number of Broadstone shareholders may elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the gross proceeds to Vertical from the Business Combination, which could in turn impact the ability of Vertical to achieve certification of the VA-X4 aircraft.
Liquidation of Broadstone.   Broadstone may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Broadstone would cease all operations except for the purpose of winding up and Broadstone would redeem Broadstone’s public shares and liquidate.
Listing Risks.    The NYSE may not list the securities, which could limit investors’ ability to sell their securities.
Benefits Not Achieved.    The risk that the potential benefits of the Proposed Transactions may not be fully achieved, or may not be achieved within the expected timeframe.
Closing Conditions.    The fact that the consummation of the Proposed Transactions is conditioned on the satisfaction of certain closing conditions that are not within Broadstone’s control.
Other Risks.   Various other risks associated with the Proposed Transactions, the business of Broadstone and the business of the Company described under “Risk Factors.”
In addition to considering the factors described above, the board also considered that the officers and some of the directors of Broadstone may have interests in the Proposed Transactions as individuals that are different from, or in addition to, those of other shareholders and warrant holders generally (see “— Interests of Certain Persons in the Proposed Transactions.”). Broadstone’s independent directors reviewed and considered these interests during their evaluation of the Proposed Transactions and in unanimously approving, as members of Broadstone’ board, the Business Combination Agreement and the transactions contemplated therein, including the Proposed Transactions.
The board concluded that the potential benefits that it expected Broadstone and its shareholders to achieve as a result of the Proposed Transactions outweighed the potentially negative factors associated with the Proposed Transactions. Accordingly, the board unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Proposed
 
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Transactions, were advisable and fair to, and in the best interests of, Broadstone and its shareholders.
Q. Why is Broadstone providing shareholders with the opportunity to vote on the Business Combination?
A.   Under its amended and restated memorandum and articles of association, Broadstone must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Broadstone’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Broadstone has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Broadstone is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its Public Shareholders to effectuate Redemptions of their Public Shares in connection with the closing of the Business Combination.
Q. Are the proposals conditioned on one another?
A.   Unless the Business Combination Proposal is approved, the Merger Proposal, the Share Issuance Proposal and the Pubco Incentive Plan Proposal will not be presented to the shareholders of Broadstone at the Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal do not receive the requisite vote for approval, then Broadstone will not consummate the Business Combination. If Broadstone does not consummate the Business Combination and fails to complete an initial business combination by September 15, 2022, Broadstone will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its Public Shareholders.
Q. What will happen in the Business Combination?
A.   At the Closing, Merger Sub will merge with Broadstone, with Broadstone surviving such Merger. Upon consummation of the Merger, Broadstone will become a wholly-owned subsidiary of Pubco and holders of Broadstone securities will exchange their Broadstone securities outstanding at the time of the Merger for Pubco securities. In particular, (i) each issued and outstanding security of Broadstone (other than the Founder Shares and the Private Placement Warrants) will automatically be cancelled, in exchange for the right to receive a substantially equivalent security of Pubco, (ii) each issued and outstanding Founder Share will be transferred to Pubco, in consideration for the right to one Pubco Ordinary Share and (iii) the Private Placement Warrants shall no longer be outstanding and shall automatically be cancelled prior to the Merger. In connection with the Share Acquisition, the shareholders of Vertical will exchange their ordinary shares of Vertical for Pubco Ordinary Shares, as a result of which, Vertical will become a wholly-owned subsidiary of Pubco. The cash held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. In connection with the Closing, the board of directors and shareholders of Pubco will adopt the Amended and Restated Memorandum and Articles of Association. In addition, upon the Closing, the PIPE Investors will subscribe for and purchase 8,900,000 Pubco Ordinary Shares from Pubco for an aggregate purchase price of $89,000,000. Concurrently
 
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with Share Acquisition Closing, (a) the Loan Note Holders (having converted their Loan Notes to Company Loan Note Shares) shall sell their respective Company Loan Note Shares to Pubco in consideration for Pubco Ordinary Shares and in accordance with the terms and conditions of the LNH SPA; and (b) American shall sell their Vertical ordinary shares to Pubco in consideration for Pubco Ordinary Shares in accordance with the terms and conditions of the American SPA. At the Share Acquisition Closing, the Lock-Up Agreements and the New Registration Rights Agreement will be entered into, and the Registration Rights Agreement, dated as of September 10, 2021, between Broadstone and the Sponsor will terminate. Immediately following the Share Acquisition Closing the American Warrant Instrument and the Avolon Warrant Instrument will be entered into by Pubco.
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For Pubco’s organizational structure chart upon consummation of the Business Combination, please see “Proposal No. 1 — The Business Combination Agreement — Organizational Structure.”
Q. What conditions must be satisfied to complete the Business Combination?
A.   There are a number of closing conditions to the Business Combination, including, but not limited to: (i) the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Broadstone’s shareholders; (ii) no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement; (iii) Broadstone having at least $5,000,001 in net tangible assets upon the consummation of the Business Combination, after giving effect to Public Shareholders’ exercise of their redemption rights and including the proceeds of any private placement investment; (iv) Closing Cash of at least $240,000,000 held by Pubco and Broadstone; (v) the amendment by the shareholders of Pubco of Pubco’s Amended and Restated Memorandum and Articles of Association in form and substance reasonably acceptable to Pubco, Vertical and Broadstone; (vi) the Pubco Ordinary Shares and the Pubco Public Warrants having been approved for listing on NYSE; and (vii) the effectiveness of the registration statement of which this proxy statement prospectus forms a part.
For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement and Related Agreements.”
Q. What equity stake will current Broadstone shareholders, the PIPE Investors and the Vertical Shareholders have in Pubco after the Share Acquisition Closing?
A. It is anticipated that, upon completion of the Proposed Transactions (and excluding the Earn Out Shares), assuming that no shareholders of Broadstone exercise their redemption rights: (a) Broadstone’s existing public shareholders will own approximately 13.75% of the issued and outstanding Pubco Ordinary Shares, (b) the Initial Shareholders will own approximately 3.44% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons), (c) the PIPE Investors will own approximately 4.01% of the issued and outstanding Pubco Ordinary Shares (pursuant to the PIPE Financing and excluding the Initial American Warrant Shares, the Pubco Ordinary Shares received
 
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pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) and (d) the Vertical Shareholders (including individuals that receive Pubco Ordinary Shares upon the exercise of the Pubco Options, the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) will own approximately 78.81% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons). These relative percentages assume that (i) none of Broadstone’s existing public shareholders exercise their redemption rights, (ii) 8,900,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) no additional equity securities of Broadstone or Pubco are issued and (iv) all of the Pubco Options have been exercised. If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different.
Assuming that (i) Broadstone’s existing public shareholders exercise their redemption rights with regard to 15,430,301 Broadstone Public Shares, (ii) that 8,900,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) no additional equity securities of Broadstone or Pubco are issued, (a) Broadstone’s existing public shareholders will own approximately 7.31% of the issued and outstanding Pubco Ordinary Shares, (b) the Initial Shareholders will own approximately 3.69% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons), (c) the PIPE Investors will own approximately 4.31% of the issued and outstanding Pubco Ordinary Shares (pursuant to the PIPE Financing and excluding the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) and (d) the Vertical Shareholders (including individuals that receive Pubco Ordinary Shares upon the exercise of the Pubco Options, the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) will own approximately 84.69% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons) upon completion of the Proposed Transactions. If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different.
The following table illustrates two different redemption scenarios based on the assumptions described above: (1) no redemptions, which assumes that none of Broadstone’s existing public shareholders exercise their redemption rights and (2) minimum cash, in which Broadstone and Pubco has, in the aggregate, not less than $240 million of cash available for distribution upon the consummation of the Proposed Transactions after redemptions of 15,430,301 Broadstone Public Shares, satisfying the closing condition under the Business Combination Agreement:
 
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Assuming No
Redemption
Assuming Maximum
Redemption
Number of
Shares(1)
% of
Shares
Number of
Shares(1)
% of
Shares
(in millions)
(in millions)
Public Shareholders (Broadstone)
30.53 13.75 15.10 7.31
Initial Shareholders (Broadstone)(2)
7.63 3.44 7.63 3.69
PIPE Investors(3)
8.90 4.01 8.90 4.31
Vertical Shareholders(4)
175.00 78.81 175.00 84.69
Total
222.06 100.00 206.63 100.00
(1)
Excludes (a) Ordinary Shares issuable upon the exercise of 15,265,150 Pubco Public Warrants to be outstanding upon completion of the Proposed Transactions, (b) Ordinary Shares (excluding the Initial Avolon Warrant Shares) issuable in respect of the Avolon Warrant Instrument (c) Ordinary Shares (excluding the Initial American Warrant Shares) issuable in respect of the American Warrant Instrument, (d) the 35,000,000 Earn Out Shares and (e) the MWC Options.
(2)
Excludes Ordinary Shares issued pursuant to their PIPE Investment
(3)
Includes 8,900,000 Ordinary Shares to be held by the PIPE Investors.
(4)
Includes (a) Ordinary Shares to be received by Vertical Shareholders, (b) Ordinary Shares issuable upon exercise of the Pubco Options, (c) Ordinary Shares to be received by the Loan Note Holders in connection with the LNH SPA, (d) Ordinary Shares to be received by American in connection with the American SPA and the Initial American Warrant Shares and (e) Ordinary Shares to be received by Avolon in connection with the Initial Avolon Warrant Shares. Excludes any Ordinary Shares issued pursuant to the PIPE Investment.
Q. Who will be the officers and directors of Pubco if the Proposed Transactions are consummated?
A.   At the consummation of the Proposed Transactions, the directors of Pubco will be Stephen Fitzpatrick, Michael Cervenka, Vincent Casey, Marcus Waley-Cohen,       ,          and      . 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 Pubco. See the section entitled “Management of Pubco Following the Business Combination.”
Q. What happens if I sell my Broadstone ordinary Shares before the Meeting?
A.   The record date for the extraordinary general meeting of Broadstone will be earlier than the date that the Proposed Transactions are expected to be completed. If you transfer your Broadstone ordinary shares after the record date, but before the extraordinary general meeting of Broadstone, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of Broadstone. However, you will not be entitled to receive any Pubco Ordinary Shares following the Merger Closing because only Broadstone’s shareholders on the date of the Merger Closing will be entitled to receive Pubco Ordinary Shares in connection with the Merger Closing.
Q. What is the PIPE Financing?
A.   In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, Broadstone and Pubco entered into the Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Pubco agreed to issue and sell to such PIPE Investors, 8,900,000 Pubco Ordinary Shares in consideration for
 
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an aggregate purchase price of $89,000,000.
Q. Did the Broadstone board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.   As is customary for a transaction of this nature that is on arm’s length commercial terms, Broadstone’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Vertical. The officers and directors of Broadstone have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Broadstone’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with Vertical. In addition, Broadstone’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Broadstone’s board of directors in valuing Vertical’s business, and assuming the risk that the board of directors may not have properly valued such business.
Q. Will Broadstone or Pubco issue additional equity securities in connection with the consummation of the Business Combination.
A.   In addition to the PIPE Financing, Pubco or Broadstone may enter into equity financing in connection with the Business Combination with their respective affiliates or any third parties if the parties determine that the issuance of additional equity is necessary or desirable in connection with the consummation of the Business Combination. The purpose of these purchases would be to increase the amount of cash available to Broadstone for use in the Business Combination. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming Broadstone public shareholders or the former equity holders of the Company.
Q. How many votes do I have at the Meeting?
A.   Broadstone shareholders are entitled to one vote on each of the proposals at the Meeting for each ordinary share of Broadstone held of record as of         , 2021, the record date for the Meeting (the “Record Date”). As of the close of business on the Record Date, there were          ordinary shares of Broadstone outstanding, of which         were Class A ordinary shares and         were Class B ordinary shares.
Q. What vote is required to approve the proposals presented at the Meeting?
A.   The approval of each of the Business Combination Proposal, the Pubco Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution. The approval of the Merger Proposal requires a special resolution. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote in person at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. Broadstone’s Sponsor, directors and officers have agreed to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. As of the date of this proxy statement/prospectus, Broadstone’s Sponsor, directors and officers beneficially owned an aggregate of 7,632,575 ordinary shares of Broadstone.
Q. Do the Vertical Shareholders need to approve the Business Combination?
A.   All of the Vertical Shareholders have executed the Business Combination Agreement, and therefore no further approval of the Business Combination by the Vertical Shareholders is required. American has executed the American SPA and the Loan Note Holders have executed the LNH SPA, and therefore, no further approval of the
 
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Business Combination by such persons is required.
Q. May Broadstone, the Sponsor or Broadstone’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?
A.   In connection with the shareholder vote to approve the Business Combination, the Sponsor or Broadstone’s directors, officers, advisors or any of their affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Business Combination. None of the Sponsor or Broadstone’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Broadstone’s directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Broadstone public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different from the amount per share a Broadstone public shareholder would receive if it elected to redeem its shares in connection with the Business Combination. The purpose of these purchases would be to increase the amount of cash available to Broadstone for use in the Business Combination.
Q. What constitutes a quorum at the Meeting?
A.   Holders of a majority of the Broadstone ordinary shares issued and outstanding and entitled to vote at the Meeting constitute a quorum. As of the Record Date, ordinary shares of Broadstone would be required to achieve a quorum.
Q. How do the insiders of Broadstone intend to vote on the proposals?
A.   Broadstone’s Sponsor, officers and directors beneficially own and are entitled to vote an aggregate of approximately 20% of the outstanding ordinary shares of Broadstone. These parties have agreed to vote their securities in favor of the Business Combination Proposal and the Merger Proposal. Broadstone’s Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting.
Q. What interests do Broadstone’s current officers and directors have in the Proposed Transactions?
A.   Broadstone’s directors and executive officers may have interests in the Proposed Transactions that are different from, in addition to or in conflict with, yours. These interests include:

the beneficial ownership of the Initial Shareholders of 7,632,575 Founder Shares, which shares would become worthless if Broadstone does not complete a business combination within the applicable time period, as the Initial Shareholders waived any right to redemption with respect to these shares. Such shares have an aggregate market value of approximately $      based on the closing price of the Broadstone Class A ordinary shares of $      on the NYSE on          , 2021, the record date for the Meeting;

the Initial Shareholders are expected to hold an aggregate of approximately 3.44% of the outstanding Pubco Ordinary Shares upon the consummation of the Business Combination after giving effect to the PIPE Financing, assuming none of Broadstone’s existing public shareholders exercise their redemption rights and excluding any Earn Out Shares;
 
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the fact that, in connection with the PIPE Financing, Sponsor has subscribed for 500,000 Pubco Ordinary Shares;

Broadstone’s directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them on Broadstone’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

at the Share Acquisition Closing, Pubco shall grant to Marcus Waley-Cohen, an affiliate of the Sponsor, options over two million (2,000,000) Pubco Ordinary Shares of equivalent value and on equivalent terms as the Private Placement Warrants except that in each case they shall represent the right to acquire Pubco Ordinary Shares (such options shall be granted out of the Pubco Incentive Plan) (the “MWC Options”);

the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post Business Combination company;

on May 19, 2020, the Sponsor purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000. Simultaneously with the closing of the Initial Public Offering, Broadstone completed the private sale of an aggregate of 8,000,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $8,000,000. On October 14, 2020, in connection with the partial exercise of the underwriters’ over-allotment option, the Sponsor purchased an additional 106,060 Private Placement Warrants generating additional proceeds of $106,060. In the event that a business combination is not effected, the Sponsor will not be entitled to any reimbursement of such funds. In total, the Sponsor has $8,131,060 at risk that depends upon the completion of a business combination. The Sponsor, its affiliates and Broadstone’s officers and directors have no loans outstanding to Broadstone. The Sponsor is due a monthly payment of $10,000 for administrative support services until the completion of the Business Combination or Broadstone’s liquidation, and it does not have any out-of-pocket expense for which it is awaiting reimbursement. In the event that the Business Combination is completed, as a PIPE Investor, the Sponsor will subscribe for 500,000 Pubco Ordinary Shares at a purchase price of $10.00 per Ordinary Share, totalling $5,000,000, which represents a premium of $0.06 per Ordinary Share (and $30,000 in aggregate) based upon the most recent trading price of Broadstone’s ordinary shares as of September 10, 2021. The 8,106,060 Private Placement Warrants, which were purchased by the Sponsor for $1.00 per warrant, and which will be surrendered upon completion of the Business Combination, have a value of $9,735,378 as of June 30, 2021. The MWC Options, which upon completion of the Business Combination will be granted to Marcus
 
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Waley-Cohen, an affiliate of the Sponsor, comprise options to purchase over 2,000,000 Pubco Ordinary Shares, exercisable at $11.50 per share. The MWC Options are of equivalent value and on equivalent terms as the Private Placement Warrants, except that the options represent the right to acquire Pubco Ordinary Shares. For more information on the terms of the Private Placement Warrants, please see the section entitled “Certain Relationships And Related Party Transactions — Broadstone Related Party Transactions — Private Placement Warrants;

the potential appointment of Marcus Waley-Cohen, an affiliate of the Sponsor, as a director of Pubco; and

the continued indemnification of current directors and officers of Broadstone and the continuation of directors’ and officers’ liability insurance after the Business Combination.
These interests may influence Broadstone’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Proposed Transactions.
Q. What are the U.S. federal income tax consequences of the Proposed Transactions to U.S. Holders of Broadstone ordinary shares and Broadstone warrants?
A.   As discussed more fully under “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations,” Vertical has received an opinion of counsel, filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, that the Merger, together with the election to treat Broadstone as a disregarded entity for U.S. federal income tax purposes, will constitute a tax-free reorganization under Section 368(a)(1)(F) of the Code. As a result of such election, for U.S. federal income tax purposes, Broadstone will be treated as an entity disregarded as separate from Pubco, and Pubco will be treated as the successor to Broadstone after the Merger. Assuming that the Merger so qualifies, U.S. Holders (as defined in “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”) will not recognize gain or loss for U.S. federal income tax purposes on the Merger. All holders of Broadstone ordinary shares or warrants are urged to consult their tax advisors regarding the tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Proposed Transactions, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations.”
Q. Do I have Redemption rights?
A.   Pursuant to Broadstone’s amended and restated memorandum and articles of association, holders of Public Shares may elect to have their shares redeemed for cash at the applicable Redemption price per share calculated in accordance with Broadstone’s articles of association. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $305,303,010 million (excluding interest earned and dissolution expenses), this would have amounted to approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be redeeming its ordinary shares of Broadstone for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands Redemption and delivers its share certificates (if any) and a redemption notice (either
 
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physically or electronically) to Broadstone’s transfer agent two days prior to the Meeting. See the section titled “The Extraordinary General Meeting of Broadstone Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q. Will how I vote affect my ability to exercise redemption rights?
A.   No. You may exercise your redemption rights whether or not you are a holder of ordinary shares of Broadstone on the Record Date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your ordinary shares of Broadstone on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.
Q. How do I exercise my redemption rights?
A.   If you are a holder of Public Shares and wish to exercise your Redemption rights, you must demand that Broadstone redeem your shares for cash no later than 5:00 p.m. New York time on          , 2021 (two (2) business days prior to the vote on the Business Combination Proposal) by (A) (i) checking the box on the proxy card, or (ii) submitting your request in writing to Erika Harris of Continental Stock Transfer & Trust Company, at the address listed at the end of this section and (B) delivering your share certificates (if any) together with the redemption forms to Broadstone’s transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.
Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which was approximately $      million, or approximately $      per share, as of          , 2021, the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Broadstone’s Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will
 
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receive upon exercise of your redemption rights.
If you wish to exercise your redemption rights but initially do not check the box on the proxy card providing for the exercise of your redemption rights and do not send a written request to Broadstone to exercise your redemption rights, you may request that Broadstone send you another proxy card on which you may indicate your intended vote or your intention to exercise your redemption rights. You may make such request by contacting Broadstone at the phone number or address listed at the end of this section.
Any request for Redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your share certificates (if any) together with the redemption forms for Redemption to Broadstone’s transfer agent and later decide prior to the Meeting not to elect conversion, you may request that Broadstone’s transfer agent return the shares (physically or electronically). You may make such request by contacting Broadstone’s transfer agent at the phone number or address listed at the end of this section.
Any corrected or changed proxy card or written demand of redemption rights must be received by Broadstone prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) together with the redemption forms have been delivered (either physically or electronically) to Broadstone’s transfer agent at least two (2) business days prior to the vote at the Meeting.
If a holder of Public Shares properly makes a demand for Redemption as described above, then, if the Business Combination is consummated, Broadstone will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your ordinary shares of Broadstone for cash and will not be entitled to Pubco Ordinary Shares with respect to your ordinary shares of Broadstone upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the cash in the Trust Account. In such case, Broadstone will promptly return any share certificates (if any) together with the redemption forms delivered by public holders and such holders may only share in the assets of the Trust Account upon the liquidation of Broadstone. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.
If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Public Warrants that you may hold. Your Warrants will be exchanged for warrants of Pubco, with each warrant exercisable for one Ordinary Share of Pubco at a purchase price of $11.50 upon consummation of the Business Combination.
Value of the Public Warrants:
 
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Assuming
no
redemption
Assuming
50%
redemption
Assuming
Maximum
redemption
Number of Public Warrants
15,265,151 15,265,151 15,265,151
Trading value per Public Warrant as of August 13, 2021
$ 1.15 $ 1.15 $ 1.15
Aggregate trading value of Public Warrants as of August 13, 2021
$ 17,554,924 $ 17,554,924 $ 17,554,924
Assuming maximum redemptions and based on the market value per warrant as of August 13, 2021 for Broadstone’s Public Warrants, redeeming shareholders may retain Public Warrants with an aggregate value of $17.5 million (after redeeming their shares). Additionally, as a result of redemptions, the trading market for the Pubco Ordinary Shares may be less liquid than the market for the Broadstone Class A Ordinary Shares was prior to consummation of the Business Combination, and Pubco may not be able to meet the listing standards for the NYSE or another national securities exchange.
The below sensitivity table shows the potential impact of redemptions on the pro forma value per share of the shares owned by non-redeeming shareholders in the No Redemption, Illustrative Redemption (which assumes that 50% of Broadstone Class A Ordinary Shares assumed between the No Redemption & Maximum Redemption Scenarios held by public shareholders are redeemed), and Maximum Redemption scenarios.
Shareholders
Assuming
no
redemption
Shares
Assuming
50%
redemption
Shares
Assuming
Max
redemption
Shares
Vertical shareholders(1)
170,072,035 170,072,035 170,072,035
Broadstone public shareholders
30,530,301 30,530,301 30,530,301
Sponsor
7,632,575 7,632,575 7,632,575
PIPE Investors
8,900,000 8,900,000 8,900,000
Total Shares Outstanding Excluding Warrants
217,134,911 217,134,911 217,134,911
Less: Public shares
redemptions
(7,715,151) (15,430,301)
Total Shares Outstanding after redemptions
217,134,911 209,419,760 201,704,610
Total Pro Forma Equity Value(2)
$ 2,145,292,921 $ 2,145,292,921 $ 2,145,292,921
Less: Cash to be paid upon redemptions
(77,151,510) (154,303,010)
Total Pro Forma Equity Value Post-Redemptions
$ 2,145,292,921 $ 2,068,141,411 $ 1,990,989,911
Pro Forma Value Per Share
$ 9.88 $ 9.88 $ 9.87
(1)
Excludes 35,000,000 earn-out shares that would be paid to the shareholders of Vertical Aerospace Group, Ltd. upon satisfaction of certain earn-out conditions within five years following the closing of the Business Combination.
(2)
Pro forma equity value shown at $9.88 as of August 13,2021 per share in the No Redemption scenario and the Maximum Redemption scenarios.
Q. What are the U.S. federal income tax consequences of exercising my redemption rights?
A.   The exercise of redemption rights will be a taxable transaction for a U.S. Holder (as defined in “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations”). Subject to the application of the “passive foreign
 
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investment company” ​(“PFIC”) rules, it is expected that a redeeming U.S. Holder will generally be treated as selling its ordinary shares and will recognize gain or loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). Notwithstanding the foregoing, if Broadstone is treated as a PFIC under the PFIC rules at any time during a U.S. Holder’s holding period of Broadstone ordinary shares, unless a redeeming U.S. Holder has made certain elections, the gain recognized or proceeds received in the redemption may be subject to tax at ordinary income rates and an interest charge under a complex set of computational rules. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Proposal No. 1 — The Business Combination Agreement Proposal — U.S. Federal Income Tax Considerations.”
All holders considering exercising redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q. If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?
A.   No. The holders of Warrants have no redemption rights with respect to such securities.
Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?
A.   No. Holders of outstanding Units must separate the underlying ordinary shares and Warrants prior to exercising v rights with respect to the Public Shares.
If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, Broadstone’s transfer agent, with written instructions to separate such Units into Public Shares and Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.
If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Broadstone’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
 
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Q. What are the possible sources and the extent of dilution that Broadstone’s shareholders that elect not to redeem their shares will experience in connection with the Business Combination?
A.   After the completion of the Business Combination and Proposed Transactions, Broadstone’s shareholders will own a significantly smaller percentage of the combined company than they currently own of Broadstone. Consequently, Broadstone’s shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Broadstone.
Assuming
no
redemption
Assuming
25%
redemption
Assuming
50%
redemption
Assuming
75%
redemption
Assuming
maximum
redemption
Shares
%
Shares
%
Shares
%
Shares
%
Shares
%
Vertical shareholders(1)
170,072,035 73.2% 170,072,035 74.4% 170,072,035 75.7% 170,072,035 77.0% 170,072,035 78.4%
Broadstone public shareholders
30,530,301 13.1% 26,672,726 11.7% 22,815,150 10.2% 18,957,575 8.6% 15,100,000 7.0%
Sponsor
7,632,575 3.3% 7,632,575 3.3% 7,632,575 3.4% 7,632,575 3.5% 7,632,575 3.5%
PIPE investor
8,900,000 3.8% 8,900,000 3.9% 8,900,000 4.0% 8,900,000 4.0% 8,900,000 4.1%
Warrants(2) 15,265,151 6.6% 15,265,151 6.7% 15,265,151 6.8% 15,265,151 6.9% 15,265,151 7.0%
Total
232,400,062 100.0% 228,542,487 100.0% 224,684,911 100.0% 220,827,336 100.0% 216,969,761 100.0%
(1)
Excludes 35,000,000 earn-out shares that would be paid to the shareholders of Vertical Aerospace Group, Ltd. upon satisfaction of certain earn-out conditions within five years following the closing of the Business Combination.
(2)
Based on assumption that all public warrants will be exercised.
Q. Do I have appraisal rights if I object to the proposed Business Combination?
A.   Neither Broadstone Unit holders nor Warrant holders have appraisal rights in connection with the Business Combination under the Companies Act. Broadstone shareholders are entitled to give notice to Broadstone prior to the Meeting that they wish to dissent to the Business Combination to the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Broadstone if they follow the procedures set out in the Companies Act. It is Broadstone’s view that such fair market value would equal the amount which Broadstone shareholders would obtain if they exercise their redemption rights as described herein.
Q. I am a Public Warrant holder. Why am I receiving this proxy statement/prospectus?
A.   As a holder of Public Warrants, your Public Warrants will be exchanged for warrants of Pubco, with each warrant exercisable for one Ordinary Share of Pubco at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following consummation of the Business Combination. Since holders of Public Warrants will become holders of warrants of Pubco and may become holders of Pubco Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.
Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A.   Of the net proceeds of Broadstone’s Initial Public Offering (including underwriters’ exercise of over-allotment option) and simultaneous sale of Private Placement Warrants, a total of $305,303,010 was placed in the Trust Account immediately following the Initial Public Offering and the exercise of the over-allotment option. After consummation of the Business Combination, the funds in the Trust Account will be used by Broadstone to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Vertical (including fees of an aggregate of approximately $10,685,605 to
 
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certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by Broadstone to Sponsor. Any remaining funds will be paid to Vertical (or as otherwise designated in writing by Vertical to Broadstone prior to the Closing) and used for working capital and general corporate purposes of Pubco and/or Vertical.
Q. What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A.   Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, Broadstone’s Public Shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemption by Public Shareholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, Broadstone does not have at least $5,000,001 net tangible assets after giving effect to payment of amounts that Broadstone will be required to pay to redeeming shareholders upon consummation of the Business Combination and the proceeds from any private placement investment, and (unless such condition is waived) Closing Cash of $240 million of Pubco and Broadstone at Closing. As a result, based on the current expected Broadstone cash and expenses and liabilities at Closing, holders of no more than approximately 15,430,301 million Public Shares of Broadstone (or approximately 50% of the total outstanding ordinary shares of Broadstone) could seek Redemption of their shares without triggering Vertical’s right to terminate the Business Combination Agreement. Also, with fewer public shares and public shareholders, the trading market for Pubco’s Ordinary Shares may be less liquid than the market for Broadstone’s ordinary shares were prior to the Merger and Pubco may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into Vertical’s business will be reduced.
Q. What happens if the Business Combination is not consummated?
A.   If Broadstone does not complete the Business Combination with Vertical or another business combination by September 15, 2022, Broadstone must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (excluding interest earned and dissolution expenses).
Q. When do you expect the Business Combination to be completed?
A.   It is currently anticipated that the Business Combination will be consummated promptly following the Broadstone meeting which is set for          , 2021; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Agreement —  The Business Combination Agreement and Related Agreements — Closing Conditions.”
Q. What do I need to do now?
A.   Broadstone urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Warrant holder of Broadstone. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on
 
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the enclosed proxy card.
Q. How do I vote?
A.   If you are a holder of record of ordinary shares of Broadstone on the Record Date, you may vote in person at the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.   As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the Merger Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Your broker, bank or nominee can vote your shares on the Share Issuance Proposal without instructions.
Q. May I change my vote after I have mailed my signed proxy card?
A.   Yes. Shareholders may send a later-dated, signed proxy card to Broadstone at the address set forth below so that it is received by Broadstone prior to the vote at the Meeting or attend the Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Broadstone, which must be received by Broadstone prior to the vote at the Meeting.
Q. What happens if I fail to take any action with respect to the Meeting?
A.   If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or Warrant holder of Broadstone.
Q. What should I do with my shares and/or warrants certificates?
A.   Public Warrant holders should not submit their Warrant certificates now and those shareholders who do not elect to have their Broadstone shares redeemed for their pro rata share of the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Broadstone shareholders regarding the exchange of their Broadstone shares for Pubco shares. Broadstone shareholders who exercise their redemption rights must deliver their share certificates and redemption notice to Broadstone’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Meeting.
Q. What should I do if I receive more than one set of voting materials?
A.   Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with
 
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respect to all of your Broadstone shares.
Q. Who can help answer my questions?
A.   If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
Marcus Waley-Cohen
Broadstone Acquisition Corp.
7 Portman Mews South
Marylebone, London W1H 6AY, United Kingdom
Email: marcus@suncap.co.uk
Or:
Ms. Erika Harris
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: eharris@continentalstock.com
You may also obtain additional information about Broadstone from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your share certificates for Public Shares (if any) along with the redemption forms (either physically or electronically) to Broadstone’s transfer agent at the address below at least two (2) business days prior to the vote at the Meeting. If you have questions regarding the certification of your position or delivery of your share certificates or redemption forms, please contact:
Ms. Erika Harris
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: eharris@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and Share Acquisition and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.”
The Parties to the Proposed Transactions
Broadstone Acquisition Corp.
Broadstone Acquisition Corp. (“Broadstone”) is a blank check company formed in order to effect a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities. Broadstone was incorporated under the laws of the Cayman Islands on May 13, 2020.
On September 15, 2020, Broadstone closed its Initial Public Offering of 30,000,000 Units, with each Unit consisting of one ordinary share and one-half of one Public Warrant, with each whole Public Warrant exercisable for one ordinary share of Broadstone at a price of $11.50 per share. On October 14, 2020, Broadstone consummated the sale of an additional 530,301 Units which were subject to an over-allotment option granted to the underwriters of its Initial Public Offering. The Units from the Initial Public Offering (including the over-allotment option) were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $305,303,010. Simultaneously with the consummation of the Initial Public Offering, Broadstone consummated the private sale of an aggregate of 8,000,000 Private Placement Warrants to its Initial Shareholders, in each case at $1.00 per Private Placement Warrant for an aggregate purchase price of $8,000,000. Simultaneously with the exercise of the underwriters’ over-allotment option, Broadstone consummated the private sale of an aggregate of 106,060 Private Placement Warrants to its Initial Shareholders, in each case at $1.00 per Private Placement Warrant for an aggregate purchase price of $106,060. A total of $305,303,010 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-245663) that became effective on September 10, 2020. As of June 20, 2021, there was approximately $305,324,759.76 held in the Trust Account.
After consummation of the Business Combination, the funds in the Trust Account will be used by Broadstone to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Vertical (including fees of an aggregate of approximately $10,685,605 to certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by Broadstone to Sponsor. Any remaining funds will be paid to Vertical (or as otherwise designated in writing by Vertical to Broadstone prior to the Closing) and used for working capital and general corporate purposes of Pubco and/or Vertical.
Citigroup Global Markets Inc., in its role as investment banker to Broadstone, has provided Broadstone with advice and assistance in reviewing potential targets with which to consummate a business combination and arranging meetings with and preparing materials for investors in connection with the consummation of the Business Combination, as well as providing general advice with respect to special purpose acquisition company transactions.
Broadstone’s Units, ordinary shares and Public Warrants are listed on the NYSE under the symbols “BSN-UN,” “BSN,” and “BSN-WT,” respectively.
The mailing address of Broadstone’s principal executive office is 7 Portman Mews South, Marylebone, London W1H 6AY, United Kingdom. After the consummation of the Business Combination, Broadstone will become a wholly-owned subsidiary of Pubco.
 
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Vertical
Vertical Aerospace Group Limited (“Vertical” or the “Company”) was incorporated on May 7, 2020, which was established to be the holding company for the original business that was founded in 2016. Vertical’s mission is to make air travel personal, on-demand and carbon free. Vertical is focused on designing, manufacturing and selling one of the world’s best zero operating emission electric vertical takeoff and landing (“eVTOL”) aircraft for use in the advanced air mobility (“AAM”) market, using the most cutting edge technology from the aerospace, automotive and energy industries.
Prior to the consummation of the Business Combination, the directors of Vertical are Stephen Fitzpatrick, Michael Cervenka and Vincent Casey.
The mailing address of Vertical’s principal executive office is 140-142 Kensington Church Street, London, England W8 4BN, and its telephone number is +44 117 457 2094.
Vertical Reorganization
Prior to Vertical’s formation in May 2020, the principal activities of Vertical were carried out by Imagination Industries Aero Ltd. (formerly known as Vertical Aerospace Ltd.) (“IIAL”), a company incorporated under the laws of England and Wales that was founded and indirectly owned by Vertical’s majority shareholder, Stephen Fitzpatrick. IIAL owned Vertical Advanced Engineering Ltd. (“VAEL”). In July 2020, IIAL transferred all of its operations and substantially all of its net assets to Vertical, and in February 2021, IIAL transferred its investment in VAEL to Vertical (collectively, the “Reorganization”). See note 2 to Vertical’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus for more information.
Pubco
Pubco was incorporated on May 21, 2021 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of the Cayman Islands as an exempted company. Pubco owns no material assets and does not operate any business.
Prior to the consummation of the Business Combination, the directors of Pubco were Stephen Fitzpatrick and Vincent Casey, and the sole shareholder of Pubco was Stephen Fitzpatrick.
The mailing address of Pubco’s registered office is PO Box 309, Ugland House, Grand Cayman, KY1‑1104, Cayman Islands. After the consummation of the Business Combination, Pubco’s principal executive office will be that of Vertical, located at 140-142 Kensington Church Street, London, England W8 4BN, and its telephone number is +44 117 457 2094.
Merger Sub
Merger Sub was incorporated on May 21, 2021 solely for the purpose of effectuating the Business Combination described herein. Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. Merger Sub owns no material assets and does not operate any business.
Prior to the consummation of the Business Combination, the sole directors of Merger Sub are Stephen Fitzpatrick and Vincent Casey and the sole shareholder of Merger Sub is Pubco.
The mailing address of Merger Sub’s registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. After the consummation of the Business Combination, its principal executive office will be that of Vertical, located at 140-142 Kensington Church Street, London, England W8 4BN and its telephone number is +44 117 457 2094.
The Vertical Shareholders
The Vertical Shareholders are a group of individuals that own, in the aggregate, 77.2% of the outstanding equity interests of Vertical as of the date of this proxy statement/prospectus.
The remaining 22.8% of the outstanding equity interests of Vertical are owned by (i) the Loan Note Holders, who together hold approximately 7.8% between them upon conversion of the Loan Notes;
 
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(ii) American, who holds 3.5%; and (iii) Vertical Option Holders, who hold options representing approximately 11.5% of the outstanding equity interests of Vertical.
Emerging Growth Company
Each of Broadstone and Pubco is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, they are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Pubco’s securities less attractive as a result, there may be a less active trading market for Pubco’s securities and the prices of Pubco’s securities may be more volatile.
Pubco will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the date on which Pubco Ordinary Shares were offered in connection with the Proposed Transactions, (b) in which it has total annual gross revenues of at least $1.07 billion, or (c) in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; or (2) the date on which it has issued more than $1 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Foreign Private Issuer
Upon consummation of this offering, Pubco will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after Pubco no longer qualifies as an emerging growth company, as long as it qualifies as a foreign private issuer under the Exchange Act, it will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Foreign private issuers, like emerging growth companies, are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if Pubco no longer qualifies as an emerging growth company but remains a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.
The Proposed Transactions
The Business Combination Agreement
On June 10, 2021, Broadstone entered into the Business Combination Agreement with Pubco, Merger Sub, the Sponsor, Vertical, Vincent Casey (solely in his capacity as the Vertical Shareholders’ representative) and the Vertical Shareholders.
Pursuant to the terms of the Business Combination Agreement: (i) Broadstone will merge with and into Merger Sub (the “Merger”), as a result of which (a) the separate corporate existence of Merger Sub shall cease and Broadstone shall continue as the surviving company, (b) each issued and outstanding security of Broadstone immediately prior to the Merger Effective Time (other than the Founder Shares and the Private Placement Warrants) shall no longer be outstanding and shall automatically be cancelled, in exchange
 
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for the right of the holder thereof to receive a substantially equivalent security of Pubco concurrently with the Merger, (c) each issued and outstanding Founder Share immediately prior to the Merger Effective Time shall be transferred to Pubco, in consideration for the right of the holder thereof to receive one Pubco Ordinary Share and (d) the Private Placement Warrants shall no longer be outstanding and shall automatically be cancelled; and (ii) Pubco will acquire all of the ordinary shares of Vertical in consideration for the issuance of Pubco Ordinary Shares to the Vertical Shareholders (the “Share Acquisition”), such that Vertical will be a direct wholly owned subsidiary of Pubco.
The total consideration to be paid by Pubco at the Share Acquisition will be 210,000,000 Pubco Ordinary Shares. For a detailed discussion on calculation of the number of Pubco shares to be received by holders of Vertical securities in connection with the Business Combination, please see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”
In connection with the consummation of the Proposed Transaction, the following will occur:

Pubco will amend its memorandum and articles of association to be substantially in the form attached hereto as Annex B;

upon the Share Acquisition Closing, the PIPE Investors will subscribe for and purchase 8,900,000 Pubco Ordinary Shares from Pubco at an aggregate purchase price of $89,000,000;

concurrently with the Share Acquisition Closing, (i) the Loan Note Holders, (having converted their Loan Notes to Company Loan Note Shares) shall sell their respective Company Loan Note Shares to Pubco in consideration for Pubco Ordinary Shares in accordance with the terms and conditions of the LNH SPA; and (ii) American shall sell their Vertical ordinary shares to Pubco in consideration for Pubco Ordinary Shares in accordance with the terms and conditions of the American SPA;

at the Share Acquisition Closing, the Lock-Up Agreements and the New Registration Rights Agreement will be entered into, and the Registration Rights Agreement, dated as of September 10, 2021, between Broadstone and the Sponsor will terminate; and

immediately following the Share Acquisition Closing, the American Warrant Instrument and the Avolon Warrant Instrument will be entered into by Pubco.
In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. These include, but are not limited to, (i) the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Broadstone’s shareholders; (ii) no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement; (iii) Broadstone having at least $5,000,001 in net tangible assets upon the consummation of the Business Combination, after giving effect to Public Shareholders’ exercise of their redemption rights and including the proceeds of any private placement investment; (iv) Closing Cash of at least $240,000,000 held by Pubco and Broadstone; (v) the election or appointment of directors to Pubco’s board of directors as described herein; (vi) the amendment by the shareholders of Pubco of Pubco’s Amended and Restated Memorandum and Articles of Association in form and substance reasonably acceptable to Pubco, Vertical and Broadstone; (vii) the Pubco Ordinary Shares and the Pubco Public Warrants having been approved for listing on NYSE; and (viii) the effectiveness of this registration statement. For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement and Related Agreements.”
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Share Acquisition Closing, including, among other reasons:

by mutual written consent of Broadstone and the Company;

by either Broadstone or the Company if any of the closing conditions set forth in the Business Combination Agreement shall not have been satisfied or waived by December 1, 2021;

by either Broadstone or the Company if any governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise
 
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prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable;

by the Company upon a material breach of any warranty, covenant or agreement on the part of Broadstone set forth in the Business Combination Agreement, or if any warranty of Broadstone becomes untrue or materially inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights;

by Broadstone upon a material breach of any warranty, covenant or agreement on the part of the Company, Pubco or the Company Shareholders set forth in the Business Combination Agreement, or if any warranty of the Company, Pubco or the Company Shareholders becomes untrue or inaccurate, in each case such that the related closing conditions contained in the Business Combination Agreement are not satisfied, subject to customary exceptions and cure rights; or

by either Broadstone or the Company if the extraordinary general meeting is held and has concluded, Broadstone’ shareholders have duly voted and the Business Combination Proposal has not been approved by Broadstone’ shareholders;

by written notice from Vertical to Broadstone if the Broadstone recommendation is publicly withdrawn, modified or changed in any manner that is adverse to Vertical or the Vertical Shareholder approvals; or

by written notice from Broadstone to Vertical if the Vertical Shareholder approvals have not been obtained within ten (10) business days following the date that Vertical solicits consent from the Vertical Shareholders pursuant to the Business Combination Agreement.
For more information, see the section titled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement and Related Agreements — Termination” for more information.
Ancillary Documents Related to the Business Combination Agreement
Lock-Up Agreements
At the Share Acquisition Closing, (i) the Vertical Shareholders shall each enter into the Vertical Shareholder Lock-Up Agreement; (ii) the Sponsor shall enter into the Sponsor Lock-Up Agreement; (iii) the Avolon Warrantholders shall enter into the Avolon Lock-Up Agreement; (iv) American shall enter into the American Lock-Up Agreement; and (v) the Loan Note Holders shall each enter into the LNH Lock-Up Agreement. Immediately following consummation of the Proposed Transactions, approximately 165,244,319 Pubco Ordinary Shares, or approximately 74.41% of Pubco’s share capital (excluding the Earn Out Shares and including the Initial American Warrant Shares and the Initial Avolon Warrant Shares) will be subject to the lock-up arrangements described below.
Vertical Shareholder Lock-Up Agreement
The Vertical Shareholder Lock-Up Agreement contains certain restrictions on transfer with respect to 90% of the Pubco Ordinary Shares received by the Vertical Shareholders pursuant to the Business Combination Agreement, and excludes shares purchased in the public market or in the PIPE Financing. Such restrictions begin at the Share Acquisition Closing and end on the third anniversary of the Share Acquisition Closing, with 30% of such Pubco Ordinary Shares being released from such restrictions on each anniversary of the Share Acquisition Closing, subject to the earlier release of such restrictions if at any time the sale price of Pubco Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing on or after the two-year anniversary of Share Acquisition Closing.
The Vertical Shareholder Lock-Up Agreement also contains restrictions on voting rights, pre-emption rights, dividends and other rights as a shareholder of Pubco, over Earn Out Shares, being 20% of the Pubco Ordinary Shares held by the Vertical Shareholders immediately following the Share Acquisition Closing. Such restrictions in respect of the Earn Out Shares are released as to 50% on the date the sale price of Pubco Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period and as to 50% on the date the sale price of Pubco Ordinary Shares equals or exceeds $20.00 per share
 
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for any 20 trading days within any 30-trading day period. If such dates do not occur prior to the fifth-year anniversary of the Share Acquisition Closing then such Pubco Ordinary Shares will be forfeited and surrendered to Pubco for cancellation and for nil consideration.
The Sponsor Lock-Up Agreement
The Sponsor Lock-Up Agreement contains certain restrictions on transfer with respect to 90% of the Pubco Ordinary Shares received by the Sponsor pursuant to the Business Combination Agreement, and excludes shares purchased in the public market or in the PIPE Financing. Such restrictions begin at the Share Acquisition Closing and end on the third anniversary of the Share Acquisition Closing, with 30% of such Pubco Ordinary Shares being released from such restrictions on each anniversary of the Share Acquisition Closing, subject to the earlier release of such restrictions if at any time the sale price of Pubco Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing on the two-year anniversary of Share Acquisition Closing.
The American Lock-Up Agreement
The American Lock-Up Agreement contains certain restrictions on transfer with respect to the Pubco Ordinary Shares received by American pursuant to the American SPA, and excludes shares purchased in the public market or in the PIPE Financing. Such restrictions begin at the Share Acquisition Closing and end on the fourth anniversary of the Share Acquisition Closing, with 25% of the Pubco Ordinary Shares received by American pursuant to the American SPA being released from such restrictions on each anniversary of the Share Acquisition Closing.
The LNH Lock-Up Agreement
The LNH Lock-Up Agreement contains certain restrictions on transfer with respect to 90% of the Pubco Ordinary Shares received by the Loan Note Holders pursuant to the LNH SPA, and excludes shares purchased in the public market or in the PIPE Financing. Such restrictions begin at the Share Acquisition Closing and end on the third anniversary of the Share Acquisition Closing, with 30% of such Pubco Ordinary Shares being released from such restrictions on each anniversary of the Share Acquisition Closing, subject to the earlier release of such restrictions if at any time the sale price of Pubco Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing on or after the two-year anniversary of the Share Acquisition Closing.
The LNH Lock-Up Agreement also contains restrictions on voting rights, pre-emption rights, dividends and other rights as a shareholder of Pubco, over Earn Out Shares, being 20% of the Pubco Ordinary Shares held by the Loan Note Holders immediately following the Share Acquisition Closing. Such restrictions in respect of the Earn Out Shares are released as to 50% on the date the sale price of Pubco Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period and as to 50% on the date the sale price of Pubco Ordinary Shares equals or exceeds $20.00 per share for any 20 trading days within any 30-trading day period. If such dates do not occur prior to the fifth-year anniversary of the Share Acquisition Closing then such Pubco Ordinary Shares will be forfeited and surrendered to Pubco for cancellation and for nil consideration.
The Avolon Lock-Up Agreement
The Avolon Lock-Up Agreement contains certain restrictions on transfer with respect to 90% of the Pubco Ordinary Shares represented by the Warrant A1 and Warrant A2 (as defined in the Avolon Warrant Instrument) received by the Avolon Warrantholders pursuant to the Avolon Warrant Instrument. Such restrictions begin at the Share Acquisition Closing and end on the third anniversary of the Share Acquisition Closing, with 30% of the Pubco Ordinary Shares held by the Avolon Warrantholders being released from such restrictions on each anniversary of the Share Acquisition Closing, subject to the earlier release of such restrictions if at any time the sale price of Pubco Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing on the two-year anniversary of Share Acquisition Closing.
 
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New Registration Rights Agreement
By no later than the Merger Closing Date and effective as of the Share Acquisition Closing, Pubco shall enter into a registration rights agreement (the “New Registration Rights Agreement”) with the Sponsor, American, the Avolon Warrantholders and the Vertical Shareholders (collectively, the “Holders”), effective as of the Share Acquisition Closing. Pursuant to the New Registration Rights Agreement, among other things, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, that Pubco file a registration statement with the SEC to register the securities of Pubco held by such Holders. The New Registration Rights Agreement will also (i) provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions, and (ii) terminate the Registration Rights Agreement, dated as of September 10, 2020, between Broadstone and the Sponsor.
Subscription Agreements — PIPE Financing
In connection with the execution of the Business Combination Agreement, Broadstone and Pubco entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors have committed, subject to the terms and conditions therein, to purchase 8,900,000 Pubco Ordinary Shares in the aggregate at $10.00 per share for consideration, comprising payments of cash, of an aggregate of eighty-nine million dollars ($89,000,000) such subscriptions to be consummated concurrently with the consummation of the Share Acquisition Closing. The Pubco Ordinary Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pubco has agreed to register the resale of the Pubco Ordinary Shares issued in connection with the PIPE Financing pursuant to a registration statement that must be filed within 30 days after the consummation of the Proposed Transactions. The Subscription Agreements also contain other customary representations, warranties, covenants and agreements of the parties thereto.
Closing of the Subscription Agreements (the “PIPE Closing”) will occur substantially concurrently with the closing of the Proposed Transactions and are conditioned on such closing and on other customary closing conditions. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) such date and time the Business Combination Agreement is validly terminated, (ii) upon the mutual written agreement of the parties to the Subscription Agreement, (iii) if the closing conditions set forth in the Subscription Agreements are not satisfied on, or prior to, the PIPE Closing and, as a result thereof, the transactions contemplated by the Subscription Agreements will not be or are not consummated at the PIPE Closing and (iv) the Outside Date if the closing of the Proposed Transactions has not occurred on or before such date.
Transaction Support Letters
In connection with the execution of the Business Combination Agreement, the Sponsor and the Vertical Shareholders have entered into transaction support agreements (the “Sponsor Support Agreement”, in the case of the Sponsor, and the “Shareholder Support Agreement”, in the case of the Vertical Shareholders), pursuant to which, among other things each have agreed to vote their respective shares at any meeting of Broadstone (in the case of the Sponsor) or Vertical (in the case of the Vertical Shareholders) in favor of the transactions contemplated by the Business Combination Agreement and provided a power of attorney to take certain actions in connection with the transactions contemplated by the Business Combination Agreement on behalf of such shareholders.
LNH SPA
On March 11, 2021, the Company entered into the Convertible Loan Note Instrument with the Loan Note Holders, pursuant to which the Company issued an aggregate of £25,000,000 of Loan Notes under the Convertible Loan Note Instrument to the Loan Note Holders.
Concurrently with the execution of the Business Combination Agreement, the Loan Note Holders entered into a deed of conversion with Vertical which provides for the conversion of their respective Loan Notes with an aggregate total outstanding of £25,000,000 into 12,893 Company Loan Note Shares, immediately prior to the Share Acquisition Closing.
 
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Concurrently with the execution of the Business Combination Agreement, the Loan Note Holders entered into the LNH SPA with Pubco. Pursuant to the LNH SPA, among other things, the Loan Note Holders will sell their respective Company Loan Note Shares to Pubco in consideration for 15,701,035 Pubco Ordinary Shares. The LNH SPA provides that Pubco shall (a) cause the offer and sale of the Pubco Ordinary Shares to be registered under the Securities Act with the SEC and (b) cause the Pubco Ordinary Shares to be listed on the NYSE. The LNH SPA also contains other customary representations, warranties, covenants and agreements of the parties thereto.
Completion under the LNH SPA will occur substantially concurrently with the Share Acquisition Closing and is conditioned on such closing and other customary closing conditions. The LNH SPA will be terminated, and be of no further force and effect, upon the termination of the Business Combination Agreement in accordance with its terms.
American SPA
On June 10, 2021, the Company issued 5,804 Class Z ordinary shares to American. Concurrently with the execution of the Business Combination Agreement, American entered into the American SPA. Pursuant to the American SPA, among other things, American shall sell their 5,804 Class Z ordinary shares in the capital of Vertical to Pubco in consideration for 6,125,000 Pubco Ordinary Shares in accordance with the terms and conditions of the American SPA. The American SPA provides that Pubco shall (a) cause the offer and sale of the Pubco Ordinary Shares to be registered under the Securities Act with the SEC and (b) cause the Pubco Ordinary Shares to be listed on the NYSE. The American SPA also contains other customary representations, warranties, covenants and agreements of the parties thereto.
Completion under the American SPA will occur substantially concurrently with the Share Acquisition Closing and is conditioned on such closing and other customary closing conditions. The American SPA will be terminated, and be of no further force and effect, upon the termination of the Business Combination Agreement in accordance with its terms.
American Warrant Instrument
Immediately after the Share Acquisition Closing, Pubco shall enter into the American Warrant Instrument pursuant to which, among other things, American will receive warrants to purchase Pubco Ordinary Shares, subject to the terms of such warrant instrument.
The American Warrant Instrument provides for a warrant over 2,625,000 Pubco Ordinary Shares to be issued immediately after the Share Acquisition Closing, with a warrant over a further 1,750,000 Pubco Ordinary Shares being issued on each occasion American places a legally binding commitment for 50 aircraft, up to a maximum of 8,750,000 Pubco Ordinary Shares in total. All warrants issued under the American Warrant Instrument must be exercised for $0.0001 per share within 10 business days of issue. Unexercised subscription rights in respect of all warrants under the American Warrant Instrument shall be deemed to have lapsed five years after the date of Type Certification (as defined in the American Warrant Instrument and expected to be on or about December 31, 2024), unless otherwise extended pursuant to the terms of the American Warrant Instrument. All issued warrants shall automatically be deemed to be cancelled upon termination of the American Warrant Instrument. The American Warrant Instrument also contains other customary representations, warranties, covenants and agreements of the parties thereto.
Avolon Warrant Instrument
Immediately after the Share Acquisition Closing, Pubco shall enter into the Avolon Warrant Instrument pursuant to which, among other things, the Avolon Warrantholders will receive warrants to purchase Pubco Ordinary Shares, subject to the terms of such warrant instrument.
The Avolon Warrant Instrument provides for a warrant over 6,378,600 Pubco Ordinary Shares to be issued immediately after the Share Acquisition Closing, with a warrant over a further 3,765,000 Pubco Ordinary Shares being issued in the event Avolon secures a binding commitment from an airline for not less than 100 aircraft by a prescribed date, and a warrant over up to a further 3,765,000 Pubco Ordinary Shares being issued in the event Avolon places a binding order for aircraft for $1.25 billion or more (or such
 
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pro rata amount thereof). All warrants issued under the Avolon Warrant Instrument must be exercised for $0.0001 per share within 10 business days of issue. Unexercised subscription rights in respect of all warrants under the Avolon Warrant Instrument shall be deemed to have lapsed on the fifth anniversary of the Share Acquisition Closing. All issued warrants shall automatically be deemed to be cancelled upon termination of the Avolon Warrant Instrument. The Avolon Warrant Instrument also contains other customary representations, warranties, covenants and agreements of the parties thereto.
Virgin Atlantic Memorandum of Understanding
Under the terms of a memorandum of understanding entered into on June 7, 2021 between the Company and Virgin Atlantic, the Company agreed to issue to Virgin Atlantic a warrant over 2,265,000 Ordinary Shares in Pubco following Share Acquisition Closing and a further warrant over up to 2,265,000 Ordinary Shares in Pubco, issued and exercisable on a pro-rata basis upon binding commitments to acquire aircraft from the Company. All such warrants will be exercised for a subscription price of $10 per share. It is anticipated that such warrants will be issued to Virgin Atlantic by Pubco at, or shortly after, the Share Acquisition Closing.
The Merger Proposal
As part of the Business Combination, the shareholders of Broadstone will vote on the Merger of Broadstone with Merger Sub, with Broadstone being the surviving company and all the undertaking, property and liabilities of Merger Sub vest in Broadstone by virtue of such Merger pursuant to the Companies Act and the Plan of Merger attached hereto as Annex C. Please see the section titled “The Merger Proposal.”
The Share Issuance Proposal
NYSE listing rules require that its listed companies obtain shareholder approval for issuances of securities in excess of 20% of its issued and outstanding voting shares prior to the issuance. In connection with the approval of the Business Combination Proposal, Broadstone’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of securities in excess of 20% of Broadstone’s issued and outstanding ordinary shares. Please see the section entitled “The Share Issuance Proposal.”
The Pubco Incentive Plan Proposal
At the Meeting, the shareholders of Broadstone will consider and vote upon, as an ordinary resolution, a proposal to approve the Pubco Incentive Plan, which will become effective upon the Merger Closing and will be used by Pubco following the completion of the Proposed Transactions. Please see the section entitled “The Pubco Incentive Plan Proposal.”
The Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the Meeting to authorize Broadstone to consummate the Business Combination (because the Business Combination Proposal and the Merger Proposal are not approved or Broadstone would have less than $5,000,001 of net tangible assets immediately prior to Closing after taking into account the holders of the Public Shares that have properly elected to redeem their Public Shares or Pubco and Broadstone would have less than $240 million of Closing Cash at Closing), Broadstone’s board of directors may submit a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”
Broadstone’s Initial Shareholders
As of             , 2021, the Record Date for the Meeting, Broadstone’s Initial Shareholders, including its Sponsor, beneficially owned and are entitled to vote an aggregate of 7,632,575 Founder Shares that were issued prior to Broadstone’s Initial Public Offering. The Sponsor also purchased an aggregate of 8,106,060 Private Placement Warrants simultaneously with the consummation of the Initial Public Offering
 
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and over-allotment exercise. The Founder Shares currently constitute approximately 20% of the outstanding ordinary shares of Broadstone. The Initial Shareholders have agreed to forfeit the Private Placement Warrants at the Closing.
In connection with the Initial Public Offering, each of Broadstone’s Sponsor, officers and directors agreed to vote the Founder Shares as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination Proposal. Broadstone’s Sponsor, officers and directors have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. The Sponsor Support Letter, amongst other things, reaffirms this commitment. The Founder Shares and shares included in the Private Placement Warrants have no redemption rights in the event of a business combination and will be worthless if no business combination is effected by Broadstone.
As provided above, in connection with the Business Combination Agreement, at the Share Acquisition Closing the Sponsor shall enter into the Sponsor Lock-Up Agreement.
In connection with the PIPE Financing, the Sponsor has subscribed for 500,000 Pubco Ordinary Shares.
Date, Time and Place of the Extraordinary General Meeting of Broadstone
The Meeting will be held at 10:00 a.m., New York time, on          , 2021, at the offices of Winston & Strawn LLP, Broadstone’s counsel, at 200 Park Avenue, New York, NY 10166, to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Pubco Incentive Plan Proposal, the Share Issuance Proposal and/or if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, Broadstone is not authorized to consummate the Business Combination. As a matter of Cayman Islands law there must be a physical location for the meeting. However, given the current global pandemic it is unlikely to be practical for shareholders to attend in person. Therefore, the extraordinary general meeting will also be a virtual meeting of shareholders, which will be conducted via live webcast. Broadstone shareholders will be able to attend the extraordinary general meeting remotely, vote and submit questions during the extraordinary general meeting by visiting https://              and            entering their control number. We are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Broadstone’s shareholders and Broadstone, and (ii) to promote social distancing pursuant to guidance provided by the CDC and the SEC due to COVID-19. The virtual meeting format allows attendance from any location in the world.
Voting Power; Record Date
Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned ordinary shares of Broadstone at the close of business on        , 2021, which is the Record Date for the Meeting. Shareholders will have one vote on each of the proposals at the Meeting for each ordinary share of Broadstone owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Public Warrants do not have voting rights. On the Record Date, there were         ordinary shares of Broadstone outstanding, of which         were Public Shares and 7,632,575 were Founder Shares.
Quorum and Vote of Broadstone Shareholders
A quorum of Broadstone shareholders is necessary to hold a valid meeting. A quorum will be present at the Broadstone meeting if the holders of a majority of the outstanding shares entitled to vote at the Meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The Initial Shareholders hold approximately 20% of the outstanding ordinary shares of Broadstone. Such shares, as well as any ordinary shares acquired in the aftermarket by the Initial Shareholders, will be voted in favor of the proposals presented at the Meeting. The proposals presented at the Meeting will require the following votes:

Pursuant to Broadstone’s amended and restated memorandum and articles of association, the approval of the Business Combination Proposal will require an “ordinary resolution” as a matter of
 
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Cayman Islands law. There are currently         ordinary shares of Broadstone outstanding, of which        are Public Shares.

Pursuant to Broadstone’s amended and restated memorandum and articles of association, the approval of the Merger Proposal will require a “special resolution” as a matter of Cayman Islands law.

The approval of the Share Issuance Proposal will require an “ordinary resolution” as a matter of Cayman Islands law.

The approval of the Pubco Incentive Plan Proposal will require an “ordinary resolution” as a matter of Cayman Islands law.

The approval of the Adjournment Proposal will require an “ordinary resolution” as a matter of Cayman Islands law.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal, the Pubco Incentive Plan Proposal and the Adjournment Proposal (if presented).
In addition, if the Business Combination Proposal is not approved, the other proposals (other than the Adjournment Proposal) will not be presented to the shareholders for a vote.
Redemption Rights
Pursuant to Broadstone’s amended and restated memorandum and articles of association, a holder of Public Shares may demand that Broadstone convert such shares into cash if the Business Combination is consummated. Holders of Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that Broadstone redeem their shares for cash no later than 5:00 p.m. New York time on                 , 2021 (two (2) business days prior to the vote at the Meeting) by (A) (i) checking the box on the proxy card, or (ii) by submitting their request in writing to Erika Harris of Continental Stock Transfer & Trust Company and (B) delivering their shares to Broadstone’s transfer agent physically or electronically using the Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, Broadstone will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Broadstone. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of Public Shares properly demands Redemption, Broadstone will convert each Public Share into a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of                 , 2021, the Record Date, this would amount to approximately $      per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its ordinary shares of Broadstone for cash and will no longer own the shares. See the section entitled “The Extraordinary General Meeting of Broadstone Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.
The Business Combination will not be consummated if Broadstone will have net tangible assets of less than $5,000,001 after taking into account holders that have properly demanded Redemption of their Public Shares, upon the consummation of the Business Combination, into cash and the proceeds of any private placement. Vertical, Pubco, Merger Sub and the Vertical Shareholders are not obligated to consummate the transaction if Pubco and Broadstone will have Closing Cash of less than $240 million as of the Closing, taking into account Redemptions of Public Shares and the PIPE Financing.
Holders of Public Warrants will not have redemption rights with respect to such securities.
Appraisal Rights
Holders of Public Warrants do not have appraisal rights in connection with the Business Combination under the Companies Act. Broadstone shareholders are entitled to give notice to Broadstone prior to the
 
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Meeting that they wish to dissent to the Business Combination, the effect of which would be that such dissenting shareholders would be entitled to the payment of fair market value of his or her shares of Broadstone if they follow the procedures set out in the Companies Act. It is Broadstone’s view that such fair market value would equal the amount which Broadstone shareholders would obtain if they exercise their redemption rights as described herein.
Proxy Solicitation
Proxies may be solicited by mail, telephone, on the internet or in person. Broadstone has engaged D.F. King & Co., Inc. (“D.F. King”) to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting of Broadstone Shareholders — Revoking Your Proxy.”
Interests of Certain Persons in the Proposed Transactions
When you consider the recommendation of Broadstone’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that Broadstone’s Initial Shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a shareholder or Warrant holder. These interests include, among other things:

If the Business Combination with Vertical or another business combination is not consummated by September 15, 2022, Broadstone will cease all operations, except for the purpose of winding up, redeem 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. In such event, the 7,632,575 Founder Shares held by Broadstone’s Initial Shareholders, including its directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Broadstone’s Initial Public Offering, would be worthless because Broadstone’s Initial Shareholders are not entitled to participate in any Redemption or distribution with respect to such shares.

Broadstone’s Initial Shareholders purchased an aggregate of 8,106,060 Private Placement Warrants from Broadstone for an aggregate purchase price of $8,106,060 (or $1.00 per Private Placement Warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Initial Public Offering and over-allotment option. All of the proceeds Broadstone received from these purchases were placed in the Trust Account. Such Private Placement Warrants had an aggregate market value of $         million based upon the closing price of $        per Public Warrant on the NYSE on            , 2021. The purchasers of the Private Placement Warrants waived the right to participate in any Redemption or liquidation distribution with respect to such Private Placement Warrants. Accordingly, the Private Placement Warrants will become worthless if Broadstone does not consummate a business combination by September 15, 2022 (as will the Public Warrants). As part of the Business Combination, Broadstone’s Initial Shareholders agreed to forfeit the Private Placement Warrants, which would be cancelled.

In return for the forfeiture of the Private Placement Warrants, upon the Share Acquisition Closing, Pubco shall grant to Marcus Waley-Cohen, an affiliate of the Sponsor and prospective board member of Pubco, options over two million (2,000,000) Pubco Ordinary Shares of equivalent value and on equivalent terms as the Private Placement Warrants except that in each case they shall represent the right to acquire Pubco Ordinary Shares (such options shall be granted out of the Pubco Incentive Plan).

The total market value of the Broadstone’s directors’ current equity ownership in Broadstone ordinary shares and Warrants, based on the closing price of $      per ordinary share and $       per         Public Warrant on the NYSE as of        , 2021, is approximately $       million.

If Broadstone is unable to complete a business combination within the required time period, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Broadstone for services rendered or contracted for or products sold to Broadstone, but only if such a vendor or target business has not executed a waiver.
 
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Broadstone’s Initial Shareholders, including its Sponsor, officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Broadstone’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Broadstone fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Broadstone may not be able to reimburse these expenses if the Business Combination with Vertical or another business combination is not completed by September 15, 2022. As of the date of this proxy statement/prospectus, there is $0 of unpaid reimbursable expenses.

In connection with the PIPE Financing, the Sponsor has subscribed for 500,000 Pubco Ordinary Shares.

The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return in the post Business Combination company.

On May 19, 2020, the Sponsor purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000. Simultaneously with the closing of the Initial Public Offering, Broadstone completed the private sale of an aggregate of 8,000,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per warrant, generating gross proceeds to the Company of $8,000,000. On October 14, 2020, in connection with the partial exercise of the underwriters’ over-allotment option, the Sponsor purchased an additional 106,060 Private Placement Warrants generating additional proceeds of $106,060. In the event that a business combination is not effected, the Sponsor will not be entitled to any reimbursement of such funds. In total, the Sponsor has $8,131,060 at risk that depends upon the completion of a business combination. The Sponsor, its affiliates and Broadstone’s officers and directors have no loans outstanding to Broadstone. The Sponsor is due a monthly payment of $10,000 for administrative support services until the completion of the Business Combination or Broadstone’s liquidation, and it does not have any out-of-pocket expense for which it is awaiting reimbursement. In the event that the Business Combination is completed, as a PIPE Investor, the Sponsor will subscribe for 500,000 Pubco Ordinary Shares at a purchase price of $10.00 per Ordinary Share, totalling $5,000,000, which represents a premium of $0.06 per Ordinary Share (and $30,000 in aggregate) based upon the most recent trading price of Broadstone’s ordinary shares as of September 10, 2021. The 8,106,060 Private Placement Warrants, which were purchased by the Sponsor for $1.00 per warrant, and which will be surrendered upon completion of the Business Combination, have a value of $9,735,378 as of June 30, 2021. The MWC Options, which upon completion of the Business Combination will be granted to Marcus Waley-Cohen, an affiliate of the Sponsor, comprise options to purchase over 2,000,000 Pubco Ordinary Shares, exercisable at $11.50 per share. The MWC Options are of equivalent value and on equivalent terms as the Private Placement Warrants, except that the options represent the right to acquire Pubco Ordinary Shares. For more information on the terms of the Private Placement Warrants, please see the section entitled “Certain Relationships And Related Party Transactions — Broadstone Related Party Transactions — Private Placement Warrants.”

The current directors and officers of Broadstone will continue to be indemnified by Broadstone and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

Since its inception, the Sponsor has made loans from time to time to Broadstone to fund certain capital requirements. As of the date of this proxy statement/prospectus, an aggregate of $0 principal amount of these loans is outstanding.
These interests may influence Broadstone’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.
At any time prior to the Meeting, during a period when they are not then aware of any material nonpublic information regarding Broadstone or its securities, the Initial Shareholders, or Vertical’s
 
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shareholder and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares of Broadstone or vote their shares in favor of the Business Combination Proposal and the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the shareholders of Broadstone approve the Business Combination Proposal and the Merger Proposal, when it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of the shares, including the granting of put options and the transfer to such investors or holders of shares or Warrants owned by the Initial Shareholders for nominal value.
Entering into any such arrangements may have a depressive effect on Broadstone’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Meeting.
If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Broadstone will have in excess of the required amount of net assets and Closing Cash available to consummate the Business Combination as described above.
As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Broadstone will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal, the Merger Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Ownership of Pubco after the Share Acquisition Closing
It is anticipated that, upon completion of the Proposed Transactions (and excluding the Earn Out Shares), assuming that no shareholders of Broadstone elect to exercise their redemption rights: (a) Broadstone’s existing public shareholders will own approximately 13.75% of the issued and outstanding Pubco Ordinary Shares, (b) the Initial Shareholders will own approximately 3.44% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons), (c) the PIPE Investors will own approximately 4.01% of the issued and outstanding Pubco Ordinary Shares (pursuant to the PIPE Financing and excluding the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) and (d) the Vertical Shareholders (including individuals that receive Pubco Ordinary Shares upon the exercise of the Pubco Options, the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) will own approximately 78.81% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons). These relative percentages assume that (i) none of Broadstone’s existing public shareholders exercise their redemption rights, (ii) 8,900,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) no additional equity securities of Broadstone or Pubco are issued and (iv) all of the Pubco Options will be exercised. If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different.
Assuming that (i) Broadstone’s existing public shareholders exercise their redemption rights with regard to 15,430,301 Broadstone Public Shares, (ii) 8,900,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) no additional equity securities of Broadstone or
 
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Pubco are issued and (iv) that all of the Pubco Options will be exercised, (a) Broadstone’s existing public shareholders will own approximately 7.31% of the issued and outstanding Pubco Ordinary Shares, (b) the Initial Shareholders will own approximately 3.69% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons), (c) the PIPE Investors will own approximately 4.31% of the issued and outstanding Pubco Ordinary Shares (pursuant to the PIPE Financing and excluding the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) and (d) the Vertical Shareholders (including individuals that receive Pubco Ordinary Shares upon the exercise of the Pubco Options, the Initial American Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA and the Pubco Ordinary Shares received pursuant to the LNH SPA) will own approximately 84.69% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons) upon completion of the Proposed Transactions. If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different.
The following table illustrates two different redemption scenarios based on the assumptions described above: (1) no redemptions, which assumes that none of Broadstone’s existing public shareholders exercise their redemption rights and (2) minimum cash, in which Broadstone and Pubco has, in the aggregate, not less than $240 million of cash available for distribution upon the consummation of the Proposed Transactions after redemptions of 15,430,301 Broadstone Public Shares, satisfying the closing condition under the Business Combination Agreement:
Assuming No Redemption
Assuming Maximum Redemption
Number of
Shares(1)
% of Shares
Number of
Shares(1)
% of Shares
(in millions)
(in millions)
Public Shareholders (Broadstone)
30.53 13.75 15.10 7.31
Initial Shareholders (Broadstone)(2)
7.63 3.44 7.63 3.69
PIPE Investors(3)
8.90 4.01 8.90 4.31
Vertical Shareholders(4)
175.00 78.81 175.00 84.69
Total
222.06 100.00 206.63 100.00
(1)
Excludes (a) Ordinary Shares issuable upon the exercise of 15,265,150 Pubco Public Warrants to be outstanding upon completion of the Proposed Transactions, (b) Ordinary Shares (excluding the Initial Avolon Warrant Shares) issuable in respect of the Avolon Warrant Instrument, (c) Ordinary Shares (excluding the Initial American Warrant Shares) issuable in respect of the American Warrant Instrument, (d) the 35,000,000 Earn Out Shares and (e) the MWC Options.
(2)
Excludes Ordinary Shares issued pursuant to their PIPE Investment
(3)
Includes 8,900,000 Ordinary Shares to be held by the PIPE Investors.
(4)
Includes (a) Ordinary Shares to be received by Vertical Shareholders, (b) Ordinary Shares issuable upon exercise of the Pubco Options, (c) Ordinary Shares to be received by the Loan Note Holders in connection with the LNH SPA, (d) Ordinary Shares to be received by American in connection with the American SPA and the Initial American Warrant Shares and (e) Ordinary Shares to be received by Avolon in connection with the Initial Avolon Warrant Shares. Excludes any Ordinary Shares issued pursuant to the PIPE Investment.
 
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Organizational Structure
Prior to the Proposed Transactions
The following diagram depicts the organizational structure of Pubco, Vertical and Broadstone before the Proposed Transactions.
Pubco
Company
[MISSING IMAGE: tm2119416d4-fc_pubcobw.jpg]
[MISSING IMAGE: tm2119416d4-fc_companybw.jpg]
Broadstone
[MISSING IMAGE: tm2119416d4-fc_broadstonebw.jpg]
(1)
Includes American, the Loan Note Holders and the Vertical Option Holders.
 
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Following the Proposed Transactions
The following diagram depicts the organizational structure of Broadstone, Vertical and Pubco after the Proposed Transactions.
[MISSING IMAGE: tm2119416d4-fc_organizbw.jpg]
(1)
Includes American, Loan Note Holders, Avolon and Vertical Option Holders.
For the purposes of calculating the relative percentages in the structure chart above, “Vertical Shareholders” includes (a) Ordinary Shares to be received by Vertical Shareholders, (b) Ordinary Shares issuable upon exercise of the Pubco Options, (c) Ordinary Shares to be received by the Loan Note Holders in connection with the LNH SPA, (d) Ordinary Shares to be received by American in connection with the American SPA and the Initial American Warrant Shares and (e) Ordinary Shares to be received in connection with the Initial Avolon Warrant Shares. The percentages exclude (u) the MWC Options, (v) Ordinary Shares issuable upon the exercise of 15,265,150 Pubco Public Warrants to be outstanding upon completion of the Proposed Transactions, (w) Ordinary Shares (excluding the Initial American Warrant Shares) issuable in respect of the American Warrant Instrument, (x) Ordinary Shares (excluding the Initial Avolon Warrant Shares) issuable in respect of the Avolon Warrant Instrument, (y) the Ordinary Shares issuable pursuant to the Pubco Incentive Plan and (z) the 35,000,000 Earn Out Shares. These relative percentages assume (i) that none of Broadstone’s existing public shareholders exercise their redemption rights, (ii) that 8,900,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) that no additional equity securities of Broadstone or Pubco are issued and (iv) that all of the Pubco Options have been exercised. If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different.
Board of Directors of Pubco Following the Proposed Transactions
At the consummation of the Proposed Transactions, the directors of Pubco will be Stephen Fitzpatrick, Michael Cervenka, Vincent Casey, Marcus Waley-Cohen,           ,           and           . Stephen Fitzpatrick is expected to serve as chief executive officer, Michael Cervenka is expected to serve as president
 
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and Vincent Casey is expected to serve as chief financial officer of Pubco. Please see “Management of Pubco Following the Business Combination” for more information.
Reasons for the Approval of the Proposed Transactions
After careful consideration, Broadstone’s board of directors recommends that Broadstone’s shareholders vote “FOR” each proposal being submitted to a vote of the Broadstone shareholders at the extraordinary general meeting. In considering the Proposed Transactions, Broadstone’s board gave considerable weight to several positive factors, including, but not limited to, the following:

Potential Market.   The Broadstone board believes that certifying VA-X4 to the most stringent aerospace standards should unlock a large urban air mobility sector whose total addressable market has been estimated by Morgan Stanley to be approximately $1 trillion by 2040.

Strong Management Team.   The Broadstone board believes that Vertical has a strong management team, led by the founder and Chief Executive Officer, Stephen Fitzpatrick. Over the past five years, Vertical has focused on building an experienced and senior team in the eVTOL industry who have over 1,200 combined years of experience, and have certified and supported over 30 different civil and military aircraft and propulsion systems.

Business Model Based on Industry Partnerships.   Vertical has partnered with leading strategic companies in the aerospace industry that enable it to benefit from research and development and commercial and manufacturing expertise of partners such as Rolls-Royce, Honeywell, GKN and Solvay. The Broadstone board believes that Vertical’s partnerships will facilitate execution and its pathway to certification, allow for a lean cost structure, and assist production at scale.

Key Strategic Investors and Conditional Pre-Orders.   Key strategic investors including the Microsoft Corporation, American Airlines, Avolon, Honeywell and Rolls-Royce are investing in the PIPE. Vertical has received an aggregate of up to 1,000 conditional aircraft pre-orders with launch customers American Airlines and Avolon, including a conditional pre-order option for Virgin Atlantic, valued in the aggregate at up to $4 billion.

Other Alternatives.   Broadstone’s board’s belief, after a thorough review of other business combination opportunities reasonably available to Broadstone, that the Proposed Transactions represent the best potential business combination for Broadstone based upon the process utilized to evaluate and assess other potential acquisition targets.

Terms of the Business Combination Agreement and Related Agreements.   Broadstone’s board of directors reviewed the financial and other terms of the Business Combination Agreement and related agreements and determined that they were the product of arm’s-length negotiations among the parties.
The board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Proposed Transactions, including, but not limited to, the following:

Business Risks.   The risks pertaining to the execution of the business strategy and the fact that Vertical is an early-stage company with no real operations and with a history of losses. The Broadstone board considered that there were such risks associated with the successful implementation of the business plan and Vertical, realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control. The Broadstone board considered the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that Broadstone shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination.

Industry Risks.   The Broadstone board considered the risks that this nascent industry may not fully develop its growth potential. In addition, there is a risk that Vertical may not effectively market and sell the aircraft as a substitute for conventional methods of transportation.

Litigation.   The possibility of litigation challenging the Business Combination Agreement or that an adverse judgment granting permanent injunctive relief could delay or prevent consummation of the Business Combination.
 
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Fees and Expenses.   The risk of the expected fees and expenses associated with the Business Combination, some of which would be payable regardless of whether the Business Combination Agreement is consummated.

No Third-Party Valuation.   The Broadstone board considered the fact that third-party valuation or fairness opinion has not been sought in connection to the Business Combination.

Redemption Risk.   The risk that a significant number of Broadstone shareholders may elect to redeem their shares prior to the consummation of the Business Combination, which would reduce the gross proceeds to Vertical from the Business Combination, which could in turn impact the ability of Vertical to achieve certification of its VA-X4 aircraft.

Liquidation of Broadstone.   Broadstone may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case Broadstone would cease all operations except for the purpose of winding up and Broadstone would redeem Broadstone’s public shares and liquidate.

Listing Risks.   The NYSE may not list the securities, which could limit investors’ ability to sell their securities.

Benefits Not Achieved.   The risk that the potential benefits of the Proposed Transactions may not be fully achieved, or may not be achieved within the expected timeframe.

Closing Conditions.   The fact that the consummation of the Proposed Transactions is conditioned on the satisfaction of certain closing conditions that are not within Broadstone’ control.

Other Risks.   Various other risks associated with the Proposed Transactions, the business of Broadstone and the business of the Company described under “Risk Factors.”
For more information on Broadstone’s reasons for the approval of the Proposed Transactions and the recommendation of Broadstone’s board of directors, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Reasons for the Approval of the Proposed Transactions.”
Recommendation to Shareholders
Broadstone’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Meeting are fair to and in the best interest of Broadstone’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, “FOR” the Pubco Incentive Plan Proposal, and, if presented, “FOR” the Adjournment Proposal.
Anticipated Accounting Treatment
The Business Combination will be accounted for as a capital reorganization in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”). Under this method of accounting, Broadstone will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Vertical issuing shares at the closing of the Business Combination for the net assets of Broadstone as of the closing date, accompanied by a recapitalization. The net assets of Broadstone will be stated at historical cost, with no goodwill or other intangible assets recorded. This determination was primarily based on the following factors: (i) Vertical’s existing operations will comprise the ongoing operations of the combined company, (ii) Vertical’s senior management will comprise the senior management of the combined company, and (iii) the former owners and management of Vertical will have control of the board of directors after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company. In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of Vertical issuing shares for the net assets of Broadstone, accompanied by a recapitalization. The net assets of Broadstone will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of fair value of shares issued over the fair value of Broadstone’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. Operations prior to the Business Combination will be those of Vertical.
 
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Regulatory Approvals
The Proposed Transactions are not subject to any additional federal or state regulatory requirement or approval.
Upon Merger Closing, Broadstone and Pubco shall cause the Merger to be consummated by filing the Plan of Merger and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other law to make the Merger effective with the Registrar of Companies of the Cayman Islands. The Merger shall become effective on the Merger Closing Date when the plan of merger is registered by the Registrar of Companies of the Cayman Islands.
Summary of Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include, but are not limited to, the following:

Vertical has a limited operating history and has not yet manufactured any non-prototype aircraft or sold any aircraft to eVTOL aircraft customers;

Vertical may not be able to produce or launch aircraft in the volumes or timelines projected;

Vertical is an early-stage company with a history of losses, and it expects to incur significant expenses and continuing losses in the foreseeable future;

Vertical’s markets are still in relatively early stages of growth, and such markets may not continue to grow, grow more slowly than Vertical expects or fail to grow as large as it expects;

Vertical is dependent on its partners and suppliers for the components in its aircraft and for its operational needs;

Any accidents or incidents involving eVTOL aircraft, Vertical or its competitors could harm Vertical’s business;

Vertical’s eVTOL aircraft may not be certified by transportation authorities for production and operation within the timeline projected, or at all;

All of Vertical’s current orders are conditional pre-orders from Avolon and American, with a pre-order option from Virgin Atlantic;

Vertical’s business has grown rapidly and expects to continue to grow significantly, and any failure to manage that growth effectively could harm Vertical’s business;

Vertical identified material weaknesses in its internal controls over financial reporting and may be unable to remediate the material weaknesses; and

The other matters described in the section titled “Risk Factors” beginning on page 48.
 
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SUMMARY FINANCIAL INFORMATION OF BROADSTONE
Broadstone is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. Broadstone's financial statements have been prepared and are presented in accordance with U.S. GAAP.
Broadstone’s balance sheet data as of June 30, 2021 and statement of operations data for the six months ended June 30, 2021 are derived from Broadstone’s unaudited financial statements included elsewhere in this proxy statement/prospectus. Broadstone’s balance sheet data as of December 31, 2020 and statement of operations data for the period from May 13, 2020 (inception) through December 31, 2020 are derived from Broadstone’s audited financial statements included elsewhere in this proxy statement/prospectus. The financial statements of Broadstone are stated in US dollars (US$).
The information in this section is only a summary and should be read in conjunction with each of Broadstone’s financial statements and related notes and “Information Related to Broadstone — Broadstone’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Broadstone.
BROADSTONE ACQUISITION CORP. CONDENSED BALANCE SHEET
June 30,
2021
December 31,
2020
(unaudited)
(as restated)
Assets
Current assets:
Cash
$ 871,279 $ 1,605,045
Prepaid expenses
124,167 187,865
Total current assets
995,446 1,792,910
Investment held in Trust Account
305,327,735 305,311,303
Total Assets
$ 306,323,181 $ 307,104,213
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable
$ 80,954 $ 155,683
Accrued expenses
2,334,251 219
Total current liabilities
2,415,205 155,902
Warrant liability
28,053,559 26,175,756
Deferred underwriting commissions
10,685,605 10,685,605
Total liabilities
41,154,369 37,017,263
Commitments and Contingencies
Class A ordinary shares; 26,016,881 and 26,508,694 shares subject to possible redemption at redemption value at June 30, 2021 and December 31, 2020, respectively
260,168,806 265,086,944
Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;
4,513,420 and 4,021,607 shares issued and outstanding (excluding
26,016,881 and 26,508,694 shares subject to possible redemption) at
June 30, 2021 and December 31, 2020
451 402
 
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June 30,
2021
December 31,
2020
(unaudited)
(as restated)
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,632,575 shares issued and outstanding at June 30, 2021 and December 31, 2020
763 763
Additional paid-in capital
18,683,457 13,765,368
Retained earnings (accumulated deficit)
(13,684,665) (8,766,527)
Total shareholders’ equity
5,000,006 5,000,006
Total Liabilities and Shareholders’ Equity
$ 306,323,181 $ 307,104,213
BROADSTONE ACQUISITION CORP. UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2021
General and administrative expenses
$ 3,054,113
Loss from operations
(3,054,113)
Other income (expense)
Income earned on investments in Trust Account
16,432
Change in fair value of warrant liability
(1,877,803)
Foreign exchange gain/(loss)
(2,654)
Total other income (expense), net
(1,864,025)
Net income
$ (4,918,138)
Weighted average ordinary shares outstanding, basic and diluted – Class A
30,530,301
Basic and diluted net income per ordinary share – Class A
$ 0.00
Weighted average ordinary shares outstanding, basic and diluted – Class B
7,632,575
Basic and diluted net loss per ordinary share – Class B
$ (0.65)
 
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BROADSTONE ACQUISITION CORP. STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 13, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
(As Restated)
General and administrative expenses
$ 922,064
Loss from operations
(922,064)
Other income (expense)
Income earned on investments in Trust Account
8,293
Change in fair value of warrant liabilities
(7,852,756)
Total other income (expense), net
(7,844,463)
Net loss
$ (8,766,527)
Weighted average ordinary shares outstanding, basic and diluted – Class A
30,387,905
Basic and diluted net income per ordinary share – Class A
$ 0.00
Weighted average ordinary shares outstanding, basic and diluted – Class B
7,539,714
Basic and diluted net loss per ordinary share – Class B
$ (1.16)
BROADSTONE ACQUISITION CORP. UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2021
Cash Flows from Operating Activities:
Net loss
$ (4,918,138)
Adjustments to reconcile net income to net cash used in operating activities:
Income earned on investments in Trust Account
(16,432)
Change in fair value of warrant liabilities
1,877,803
Foreign currency exchange loss
2,654
Changes in operating assets and liabilities:
Prepaid expenses
63,698
Accounts payable
(77,383)
Accrued expenses
2,334,032
Net cash used in operating activities
(733,766)
Net change in cash
(733,766)
Cash – beginning of the period
1,605,045
Cash – ending of the period
$ 871,279
Supplemental disclosure of non-cash investing and financing activities:
Change in Class A ordinary shares subject to redemption
$ (4,897,138)
 
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SUMMARY FINANCIAL INFORMATION OF VERTICAL
Unless the context otherwise requires, all references in this section to the “Company,” “Vertical,” “we,” “us,” or “our” refer to the business of Vertical Aerospace Ltd. and its subsidiaries prior to the consummation of the Business Combination.
The following tables present Vertical’s summary consolidated financial data. We present our consolidated financial statements in accordance with IFRS. The summary historical consolidated statement of comprehensive income for the six months ended June 30, 2021 and 2020 and for the years ended December 31, 2020 and 2019 and the summary consolidated statement of financial position as of June 30, 2021, December 31, 2020 and December 31, 2019 have been derived from our consolidated financial statements, which are included elsewhere in this proxy statement/prospectus. Our consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in our opinion, all adjustments, consisting only of normal recurring adjustments that we consider necessary for the fair statement of the financial information set forth in those statements. Our historical results for any prior period are not necessarily indicative of results expected in any future period and the results for the six months ended June 30, 2021 or any other interim period are not necessarily indicative of results to be expected for the full year ending December 31, 2021 or any other period.
The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Vertical’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.
STATEMENT OF COMPREHENSIVE INCOME
Six Months Ended
June 30,
Year Ended December 31,
2021
2020
2020
2019
(in £ thousands, except per share data)
Revenue
66 49 87 70
Cost of sales
(25) (25) (44) (66)
Gross profit
41 24 43 4
Research and development expenses
(7,747) (5,071) (9,971) (5,153)
Administrative expenses
(7,151) (1,997) (3,760) (2,554)
Related party administrative expenses
(127) (72) (144) (144)
Expense recognized on issue of Z shares at below fair value
(16,739)
Other Operating Income
(9,686) 2,317 399
Operating loss
(22,037) (7,116) (11,515) (7,448)
Finance costs
(37) (59) (98) (66)
Related party finance costs
(483) (709)
Total finance cost
(520) (59) (807) (66)
Loss before tax
(22,557) (7,175) (12,322) (7,514)
Income tax (expense)/benefit
(4) 30
Net loss
(22,557) (7,175) (12,326) (7,484)
Basic and diluted loss per share
(209.37) (71.75) (123.26) (74.84)
 
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STATEMENT OF FINANCIAL POSITION
As of
June 30,
2021
As of December 31,
2020
2019
(in £ thousands)
Total assets
32,986 8,885 7,306
Total equity
2,320 (938) 4,162
Total liabilities
30,666 9,823 3,144
STATEMENT OF CASH FLOWS
Six Months Ended
June 30,
Year Ended
December 31,
2021
2020
2020
2019
(in £ thousands)
Net cash used in operating activities
(10,320) (6,478) (12,012) (7,283)
Net cash used in investing activities
(496) (203) (688) (2,833)
Net cash generated from financing activities
27,121 7,168 12,510 10,873
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information gives effect to the business combination and the other transactions contemplated by the Proposed Transactions and described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The pro forma condensed combined balance sheet as of June 30, 2021 gives pro forma effect to the Proposed Transactions as if they had been completed as of that date. The pro forma condensed combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 give pro forma effect to the Proposed Transactions as if they had occurred as of January 1, 2020.
The unaudited pro forma condensed combined financial information has been presented for illustrative purposes and does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Proposed Transactions occurred on the dates indicated, nor does it intend to represent, predict, or estimate the results of operations for any future period or financial position at any future date. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
This information should be read together with Vertical’s consolidated financial statements and related notes thereto, included elsewhere in this proxy statement/prospectus, and Broadstone’s restated financial statements and related notes thereto, included elsewhere in this proxy statement/prospectus, the sections titled “Vertical’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Broadstone’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of cash redemptions:

Assuming No Redemption:   This presentation assumes that none of Broadstone’s existing public shareholders exercise their redemption rights.

Assuming Maximum Redemption:   This presentation assumes that Broadstone and Pubco has, in the aggregate, not less than $240 million of cash available for distribution upon the consummation of the Proposed Transactions after redemptions of 15,430,301 Broadstone’s ordinary shares, satisfying the condition to Closing under the Business Combination Agreement.
Refer to the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
 
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Pro Forma
Combined
(Assuming No
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
(in £ thousands except per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Six Months Ended June 30, 2021
Revenue
66 66
Pro forma net loss
(7,942) (7,942)
Pro forma net loss per share – basic and diluted
(0.11) (0.12)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Year ended December 31, 2020
Revenue
87 87
Pro forma net loss
(111,386) (112,584)
Pro forma net loss per share – basic and diluted
(0.51) (0.56)
Summary Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2021
Total assets
275,648 163,844
Total liabilities
7,416 7,416
Total equity
268,232 156,428
 
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RISK FACTORS
Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in Pubco following consummation of the Business Combination will be subject to the significant risks affecting Pubco and Vertical and inherent in the industry in which Vertical operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of Pubco’s Ordinary Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment. As used in the risks described in this subsection, references to “we,” “us” and “our” are intended to refer to Vertical unless the context clearly indicates otherwise.
Risks Related to Vertical’s Business and Industry Following the Proposed Transactions
We have a limited operating history and have not yet manufactured any non-prototype aircraft or sold any eVTOL aircraft to customers, and we may never develop or manufacture any eVTOL aircraft.
We have a limited operating history in the eVTOL aircraft industry, which is nascent and continuously evolving. eVTOL aircraft are currently in the developmental stage. If we are successful in commercially producing our first VA-X4, we do not expect to be able to do so until 2024 at the earliest, if at all. We have no experience as an organization in high volume manufacturing of eVTOL aircraft. We cannot assure you that we or our partners will be able to develop efficient, automated, cost-efficient manufacturing capabilities and processes and reliable sources of component supplies that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market our eVTOL aircraft. You should consider our business and prospects in light of the risks and significant challenges we face as a new entrant into our industry, including, among other things, with respect to our ability to:

design and produce safe, reliable and quality eVTOL aircraft on an ongoing basis;

obtain the necessary regulatory approvals in a timely manner;

build a well-recognized and respected brand;

establish and expand our customer base;

successfully service our aircraft after sales and maintain a good flow of spare parts and customer goodwill;

improve and maintain our operational efficiency;

predict our future revenues and appropriately budget for our expenses;

attract, retain and motivate talented employees;

anticipate trends that may emerge and affect our business;

anticipate and adapt to changing market conditions, including technological developments and changes in our competitive landscape; and

navigate an evolving and complex regulatory environment.
If we fail to adequately address any or all of these risks and challenges, our business, financial condition and results of operations may be materially and adversely affected.
We may not be able to produce or launch aircraft in the volumes and on the timelines projected.
There are significant challenges associated with mass producing aircraft in the volumes that we are projecting. We have not yet developed a manufacturing facility and planning remains at the concept stage. The aerospace industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing aircraft, long lead times to bring aircraft to market from the concept and design stage, the need for specialized design and development
 
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expertise, extensive regulatory requirements, creating a brand and the need to establish maintenance and service locations. As a manufacturer of eVTOL aircraft, we face a variety of added challenges to entry that a traditional aircraft manufacturer would not encounter including additional costs of developing and producing an electric powertrain, regulations associated with the transport of lithium-ion batteries and unproven high-volume customer demand for a fully electric aerial mobility service. Additionally, we are developing assembly lines at volumes for which there is no precedent within the traditional aerospace industry. If we are not able to overcome these barriers, our business, prospects, operating results and financial condition will be negatively impacted, and our ability to grow our business will be harmed.
We have not yet constructed a high-volume production facility in which to manufacture and assemble our aircraft. Our manufacturing facility plans are still in process, and various aspects of the component procurement and manufacturing plans have not yet been determined. We are currently evaluating, qualifying and selecting our suppliers for the planned production aircraft. However, we may not be able to engage suppliers for the remaining components in a timely manner, at an acceptable price or in the necessary quantities.
We also have to obtain all of the necessary regulatory approvals in each of our markets in order to test, produce and create our aircraft. We will have to obtain certification from the United Kingdom’s Civil Aviation Authority (“CAA”), the European Union Aviation Safety Agency (“EASA”) and the United States Federal Aviation Authority (“FAA”) in order to start producing our aircraft in each of those markets, and there can be no assurance that we will obtain certification of our aircraft in the times that we currently expect, or at all, which would impact our overall timetable to produce our aircraft. Should there be any delays to our projected production timetables, this could have a material effect on our ability to deliver any orders to our customers, which could have a material adverse effect on our relationships with our current and existing customers and adversely affect our reputation. We also will be required to obtain and maintain a Production Organization Approval (a “POA”) from the CAA in order to be able to manufacture aircraft pursuant to an approved type design (e.g., type certificate). Maintaining a POA will involve extensive ongoing oversight by the CAA of our production facilities and processes. If we are unable to obtain a POA, or the CAA imposes unanticipated restrictions as a condition of approval, our projected costs of production could increase substantially.
Our POA and the timing of our production ramp up are dependent upon finalizing certain aspects of the design, engineering, component procurement, testing, build out and manufacturing plans in a timely manner and upon our ability to execute these plans within the current timeline. It is also dependent on being able to obtain timely Design Organization Approval (“DOA”) and Type Certification from the CAA. We intend to fund the build out of this manufacturing facility using existing cash, cash from this offering and future financing opportunities. If we are unable to obtain the funds required on the timeline that we anticipate, our plans for building our manufacturing plants could be delayed which may adversely affect our business, financial condition and operating results.
While we are aiming to achieve certification by the end of 2024, there can be no assurance that we will be able to achieve certification on our projected timeline or at all, which would have a material adverse effect on our ability to produce our aircraft and meet our customers’ demands, any of which would have a material adverse effect on our reputation, business, financial condition and results of operations.
We are a pre-revenue, early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.
We are a pre-revenue, early-stage company that has incurred losses in the operation of our business related to research and development activities since inception. We anticipate that our expenses will increase and that we will continue to incur losses in the future until at least the time we begin manufacturing our aircraft, which is not expected to occur before 2024. Even if we are able to successfully develop and sell our aircraft, there can be no assurance that the aircraft will be commercially successful and achieve or sustain profitability.
We expect the rate at which we will incur losses to be significantly higher in future periods as we, among other things, certify and assemble our aircraft, deploy our facilities, build up inventories of parts and components for our aircraft, increase our sales and marketing activities, develop our manufacturing
 
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infrastructure and increase our general and administrative functions to support our growing operations. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenue, which would further increase our losses.
The markets for our offerings are still in relatively early stages of growth, and if such markets do not continue to grow, grow more slowly than we expect or fail to grow as large as we expect, our business, financial condition and results of operations could be harmed.
The market for eVTOL aircraft is still in a relatively early stage, and our success in these markets is dependent upon our ability to effectively market and sell advanced air mobility as a substitute for conventional methods of transportation and the effectiveness of our other marketing and growth strategies. If the public does not perceive advanced air mobility as beneficial, or chooses not to adopt advanced air mobility as a result of concerns regarding safety, affordability or for other reasons, then the market for our offerings may not further develop, may develop more slowly than we expect or may not achieve the growth potential we expect, any of which could harm our business, financial condition and results of operations.
Our suppliers and partners for the parts and components in our aircraft are an important part of our business model, and any interruptions, disagreements or delays could have a material adverse effect on our business, results of operations and financial condition.
Our suppliers and partners, some of whom are currently single source suppliers for certain components, are a key part of our business model in order to manufacture our aircraft. Our supplier and partner base is located globally, and we strategically partnered with what we believe to be industry leaders in order to supply the highest quality components for our aircraft. Many of the components used in our aircraft are being custom made for us, including our flight controls systems, engine, avionics systems and software, all of which is currently being developed with our partners. This supply chain exposes us to multiple potential sources of delivery failure or component shortages for our aircraft, most of which are out of our control, including shortages of, or disruptions in the supply of, the raw materials used by our partners in the manufacture of components, disruptions to our partners’ workforce (such as strikes or labor shortfalls) and disruptions to, or capacity constraints affecting, shipping and logistics.
While we believe that we may be able to establish alternate supply relationships and can obtain replacement components, we may be unable to do so in the short term or at all at prices that are acceptable to us or may need to recertify components. We may experience source disruptions in our or our partners’ supply chains, which may cause delays in our overall production process for both prototype and commercial production aircraft. We are also, in some cases, subject to key suppliers for certain pieces of manufacturing equipment for which we rely on, or may be reliant on to achieve our projected high-volume production numbers. For example, we expect to procure electric motors primarily from Rolls-Royce and our flight control system and avionics systems primarily from Honeywell. If we needed to find alternative suppliers for any of the key components of our aircraft, then this could increase our costs and adversely affect our ability to receive such components on a timely basis, or at all, which could cause significant delays in our overall projected timelines for the delivery of our aircraft and adversely affect our relationships with our customers.
In addition, if we experience a significant increase in demand, or need to replace our existing suppliers, there can be no assurance that additional suppliers of component parts will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. Further, if we are unable to manage successfully our relationships with all of our suppliers and partners, the quality and availability of our aircraft may be harmed. Our suppliers or partners could, under some circumstances, decline to accept new purchase orders from, or otherwise reduce their business with, us. Any disruptions in the supply of components from our suppliers and partners could lead to delays in aircraft production, which would materially adversely affect our business, financial condition and operating results.
Further, if any conflicts arise between our suppliers or partners and us, the other party may act in a manner adverse to us and could limit our ability to implement our business strategies, which could impact our projected production timelines and number of aircraft produced. Our suppliers or partners may also develop, either alone or with others, products in related fields that are competitive with our products as a
 
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result of any conflicts or disagreements. Any disagreements or conflicts with our suppliers or partners could have an adverse effect on our reputation, which could also negatively impact our ability to source new suppliers or partners.
Also, given the nascent state of the electric aviation industry in comparison to the relatively well established electric automotive industry, we, and the electric aviation industry as a whole, have limited influence over the specifications of certain components manufactured by our suppliers (in particular, certain components used to manufacture our batteries). If such suppliers change the specification of key components required for our aircraft, we may be required to renew our certification or redesign our aircraft. This could have a material adverse impact on our business, and there can be no guarantee that such redesign and re-certification could be achieved on a timely basis, or at all.
Any changes in business conditions, wars, governmental changes, political intervention and other factors beyond our control or which we do not presently anticipate, could also affect our partners’ and suppliers’ abilities to deliver components to us on a timely basis, which could have a material adverse effect on our overall timelines to produce our aircraft. We do not control our suppliers or partners or such parties’ labor and other legal compliance practices, including their environmental, health and safety practices. If our current suppliers or partners, or any other suppliers or partners which we may use in the future, violates any specific laws or regulations, we may be subjected to extra duties, significant monetary penalties, adverse publicity, the seizure and forfeiture of products that we are attempting to import or the loss of our import privileges. The effects of these factors could render the conduct of our business in a particular country undesirable or impractical and have a negative impact on our business, financial condition and results of operations.
Accidents or incidents involving eVTOL aircraft, us or our competitors could have a material adverse effect on our business, financial condition and results of operations.
Test flying prototype aircraft is inherently risky, and accidents or incidents involving our aircraft are possible. Any such occurrence would negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to the sales of our aircraft.
The operation of aircraft is subject to various risks, and we expect demand for our aircraft to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft. Such accidents or incidents could also have a material impact on our ability to obtain certification from the CAA, EASA, and/or FAA for our aircraft, or to obtain such certification in a timely manner. Such events could impact confidence in a particular aircraft type or the air transportation services industry as a whole, particularly if such accidents or disasters were due to a safety fault. We believe that regulators and the general public are still forming their opinions about the safety and utility of aircraft that are highly reliant on lithium-ion batteries and/or advanced flight control software capabilities. An accident or incident involving either our aircraft or a competitor’s aircraft during these early stages of opinion formation could have a disproportionate impact on the longer-term view of the emerging AAM market.
There may be heightened public skepticism of this nascent technology and its adopters. In particular, there could be negative public perception surrounding eVTOL aircraft, including the overall safety and the potential for injuries or death occurring as a result of accidents involving eVTOL aircraft, regardless of whether any such safety incidents involve our aircraft. Any of the foregoing risks and challenges could adversely affect Vertical’s prospects, business, financial condition and results of operations.
We are at risk of adverse publicity stemming from any public incident involving our company, our people, our brand or other companies in our industry. Such an incident could involve the actual or alleged behavior of any of our employees or third-party contractors. Further, if our personnel, our aircraft or other types of aircraft are involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our insurance is inapplicable or inadequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or action involving our employees, our aircraft or other types of aircraft could create an adverse public perception, which could harm our reputation,
 
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result in passengers being reluctant to use our services and adversely impact our business, results of operations and financial condition.
Our eVTOL aircraft may not be certified by transportation authorities on the timeline projected, which could adversely affect our prospects, business, financial condition and results of operations.
eVTOL aircraft involve a complex set of technologies, which we and our partners and suppliers must continue to develop and rely on independent third-party aircraft operators to adopt. However, before eVTOL aircraft can fly passengers, the aircraft must receive requisite approvals from the relevant authorities. No eVTOL aircraft are currently certified by the CAA, EASA or FAA for commercial operations, and there is no assurance that our research and development will result in government-certified aircraft that are market-viable or commercially successful in a timely manner, or at all. In order to gain government certification, the safety of our eVTOL aircraft must be proven, none of which can be assured. Even if eVTOL aircraft are certified, individual operators must conform eVTOL aircraft to their licenses and air operator certificates, which requires CAA, EASA and FAA approval, and individual pilots also must be licensed and approved by the CAA, EASA and/or FAA, as applicable, to fly eVTOL aircraft, which could contribute to delays in any widespread use of eVTOL aircraft and potentially limit the number of eVTOL aircraft operators available to purchase our aircraft.
The pre-orders from Avolon and American Airlines, and a pre-order option from Virgin Atlantic, are conditional and constitute all of the current orders for our aircraft. If these orders are cancelled, modified, delayed or not placed in accordance with the terms agreed with each party, our business, results of operations, liquidity and cash flow will be materially adversely affected.
The pre-order from Avolon for up to 310 aircraft (with an option to purchase an additional 190) and American Airlines for up to 250 aircraft (with an option to purchase an additional 100) are conditional and constitute all of the current orders for our aircraft. Virgin Atlantic has been granted a pre-order option to purchase up to 150 aircraft. The pre-orders from American Airlines are subject to certain conditions, including: no uncured breach by either party; we and American Airlines reaching full agreement in writing on all terms in a purchase agreement that is subject to negotiation by the parties; no regulatory impediments or other impediments to the full operability of the aircraft for commercial service flight operations or the ability of the parties to consummate the transactions contemplated by such purchase agreement; the purchase agreement having been approved by American’s board of directors or other relevant authority; and any other conditions precedent that may be mutually agreed by the parties. Our memorandum of understanding with American Airlines may be terminated if any of the following occurs: either party providing written notice requesting termination after the closing of the PIPE but prior to the execution of a purchase agreement; upon the execution of a purchase agreement; upon the commencement of litigation between the parties in connection with intellectual property, design or technology of our aircraft; or on July 1, 2022. There are no special conditions placed upon the pre-orders from Avolon; however, Avolon may terminate its partnership agreement with us, pursuant to which it holds the right to pre-order our aircraft, at any time in writing prior to July 1, 2023. In addition, the terms of purchase for these pre-orders are subject to detailed master purchase agreements, which will need to be negotiated and finalized between parties before the orders are placed. The obligations of each of Avolon, American Airlines and Virgin Atlantic to consummate the order will arise only after all of such material terms are agreed in the discretion of each party. As a result, there can be no assurance that American Airlines, Avolon or Virgin Atlantic will place a sufficient number of orders, if any at all, for our aircraft, which could adversely affect our business, prospects and results of operations. If any of these orders are cancelled, modified or delayed, or otherwise not consummated, or if we are otherwise unable to convert our strategic relationships into sales revenue, our business, results of operations, liquidity and cash flow will be affected.
Our aircraft may not perform at the level we expect on the timelines projected and may have potential defects, such as higher than expected noise profile, lower payload than initially estimated, shorter range and/or shorter useful lives than we anticipate.
Our aircraft may not perform at the level we expect on the timelines projected or may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our aircraft may have a higher noise profile than we expect, carry a lower payload or have shorter
 
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maximum range than we estimate. Our aircraft will also use a substantial amount of software code to operate. Software products are inherently complex and often contain defects and errors when first introduced.
While we have performed, and will continue to perform, extensive testing, it is not possible to fully replicate every operating condition and validate the long-term durability of every aspect of our aircraft prior to its use in service. In some instances, we may need to continue to rely upon projections and models to validate the projected performance of our aircraft over their lifetime. Therefore, similar to most aerospace products, there is a risk that our aircraft may suffer unforeseen faults, defect or other issues in service. Such faults, defects and other issues may require significant additional research and development to rectify and could involve suspension of operation of our aircraft until any such defects can be cured. There can be no assurance that such research and development efforts would result in viable products or cure any such defects. Obtaining the necessary data and results may take longer than planned or may not be obtained at all. Any such delays or setbacks could have a material adverse effect on our reputation and our ability to achieve our projected timelines and financial goals.
We expect to introduce new and additional features and capabilities to the aircraft and our service over time. For example, while we intend for our aircraft to be capable of operating under instrument flight rules (“IFR”) from the date of their manufacture, they may initially operate either fully or partially under visual flight rules (“VFR”), as operation under IFR is likely to require further testing and certification and may potentially require revisions to the IFR to accommodate eVTOL technology. We may be unable to test and have the aircraft certified in a timely manner, or at all, and any necessary revisions to the IFR may not take place in a timely manner, or at all.
Further, some components of our aircraft may have a lower performance life than we initially expected, such as the life of our batteries, which could have a material adverse effect on our supply chain and our ability to provide aircraft to our customers on the projected timelines.
Any product defects or any other failure of our aircraft to perform as expected could harm our reputation and result in adverse publicity, delays in or inability to obtain certification, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses and could have a material adverse impact on our business, financial condition and results of operations.
Certain of our strategic, development and deployment arrangements could be terminated or may not materialize into long-term contract partnership arrangements and may restrict or limit us from developing our aircraft with or providing services to other strategic partners.
We have agreements with strategic, development and deployment partners and collaborators. Some of these arrangements are evidenced by memoranda of understanding, letters of intent, early stage agreements, some of which are non-binding, that are used for design and development purposes but will require further negotiation at later stages of development or production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract partnership arrangements. In addition, we do not currently have arrangements in place that will allow us to fully execute our business plan, including, without limitation, final supply and manufacturing agreements. Moreover, existing or future arrangements may contain limitations on our ability to enter into strategic, development and deployment arrangements with other partners. If we are unable to maintain such arrangements and agreements, or if such agreements or arrangements contain other restrictions from, or limitations on, developing aircraft with other strategic partners, our business, financial condition and operating results could be materially and adversely affected.
We intend to grow our business rapidly and expect to expand our operations significantly. Any failure to manage our growth effectively could adversely affect our business, prospects, operating results and financial condition.
Any failure to manage our growth effectively could materially and adversely affect our business, operating results and financial condition. We intend to expand our operations significantly. We expect our future expansion to include:

expanding the management team;
 
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hiring and training new personnel;

leveraging consultants to assist with our growth and development;

forecasting production and revenue;

controlling expenses and investments in anticipation of expanded operations;

establishing or expanding design, production, sales and service facilities; and

implementing and enhancing administrative infrastructure, systems and processes.
We intend to continue to hire a significant number of additional personnel, including software engineers, design and production personnel and service technicians for our aircraft. Because our eVTOL aircraft are based on a different technology platform from traditional internal combustion engines, individuals with sufficient training in eVTOL aircraft may not be available to hire, and as a result, we will need to expend significant time and expense training any newly hired employees. Competition for individuals with experience designing, producing and servicing electric aircraft and their software is intense, and we may not be able to attract, integrate, train, motivate or retain additional highly qualified personnel. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business, financial condition and operating results.
Our ability to effectively manage growth and expansion of our operations will also require us to enhance our operational systems, internal controls and infrastructure, human resources policies and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.
We are dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineering, finance, marketing, sales, and technology and support personnel. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.
Our forecasted operating and financial results rely in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our actual operating and financial results may be significantly below our forecasts.
The projected financial and operating information appearing elsewhere in this proxy statement reflects current estimates of future performance. Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside of our control, including, but not limited to:

whether we can obtain sufficient capital to begin production and grow our business;

our ability to manage our growth;

whether we can manage relationships with our partners and suppliers;

whether we can rapidly deploy our facilities and successfully execute our production methodologies in such facilities;

the ability to obtain necessary regulatory approvals and certifications;

demand for our products and services;

the timing and costs of new and existing marketing and promotional efforts;

inflationary pressures in labor markets and for other resources
 
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competition, including from established and future competitors;

our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

the overall strength and stability of the economies in the markets in which we operate or intend to operate in the future;

customer acceptance and adoption of a novel form of aircraft; and

regulatory, legislative and political changes.
Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial results.
In addition, our production methodologies (including robotic assembly processes and composite manufacturing) are still being designed and our assumptions may not be accurate. If we are unable to successfully implement our production methodologies, or the assumptions on which such production methodologies are based prove to be incorrect, our business, prospects, financial condition and operating results could be adversely affected.
If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry, or we are subject to negative publicity, then our financial condition, operating results, business prospects and access to capital may suffer materially.
Customers may be less likely to purchase our aircraft if they are not convinced that our business will succeed or that our service and support and other operations will continue in the long term. Similarly, partners, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in our aircraft, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, customer unfamiliarity with eVTOL aircraft, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of electric aircraft, including our electric aircraft and our production and sales performance compared with market expectations.
Our aircraft utilization may be lower than expected, and our aircraft may be limited in its performance during certain weather conditions.
Our aircraft, when produced, may not be able to fly safely in poor weather conditions, including snowstorms, thunderstorms, lightning, hail, known icing conditions and/or fog. This inability to operate in these conditions could reduce our aircraft utilization and cause delays and disruptions in the services provided by our customers and partners. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events. The success of our business is dependent, in part, on the utilization rate of our aircraft by our customers and reductions in utilization may adversely impact the expected sales of our aircraft and aftermarket service revenue, therefore, our financial performance and results of operations.
Our aircraft may require maintenance at frequencies or at costs that are unexpected and could adversely impact the estimated prices for those maintenance services that we sell in connection with our aircraft.
Our aircraft, when they are produced, are anticipated to be highly technical products that will require maintenance and support. We are still developing our understanding of the long-term maintenance profile of the aircraft, and if useful lifetimes are shorter than expected, this may lead to greater maintenance costs than previously anticipated. If our aircraft and related equipment require maintenance more frequently than we plan for or at costs that exceed our estimates, that would have an impact on the sales of our aircraft and have a material adverse effect on our business, financial condition and results of operations.
 
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Our competitors may commercialize their technology before us, either in general or in specific markets.
While we expect to be one of the pioneering companies to market eVTOL aircraft, we expect this industry to be increasingly competitive, and it is possible that our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not fully realize the benefits we anticipate, and we may not receive any competitive advantage or may be overcome by other competitors. If new companies or existing aerospace companies launch competing solutions in the markets in which we intend to operate and/or obtain large scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft, making it easier for them to obtain the permits and authorizations required to sell the aircraft in the markets in which we intend to sell or in other markets. In the event we do not capture the early-mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects.
Many of our current and potential competitors are larger and have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. In particular, our competitors may be able to obtain the relevant certification and approvals for their aircraft before us. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products that compete directly or indirectly with ours in the future.
We currently target many customers, suppliers and partners that are large corporations with substantial negotiating power and exacting product, quality and warranty standards. If we are unable to sell our products to these customers on satisfactory terms, our prospects and results of operations will be adversely affected.
Many of our potential customers, and current and potential suppliers and partners are