As filed with the Securities and Exchange Commission on November 17, 2021

Registration No. 333-257785​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5

TO

Form F-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Vertical Aerospace Ltd.

(Exact name of registrant as specified in its charter)​

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:

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)   ☐

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

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(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 (“Pubco Ordinary Shares”).

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(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.

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(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”).

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(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.

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(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.

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(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).

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(7)

No separate registration fee required pursuant to Rule 457(g) under the Securities Act.

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(8)

Previously paid.

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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.

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 NOVEMBER 17, 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 Pubco Ordinary Shares (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 Pubco Ordinary Share; (iii) each outstanding public warrant of Broadstone will be converted into one warrant of Pubco that entitles the holder thereof to purchase one Pubco Ordinary Share 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 Pubco Ordinary Share; 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 Pubco Ordinary Shares, 15,265,150 warrants and 15,265,150 Pubco 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 9,400,000 Pubco Ordinary Shares at $10.00 per share for gross proceeds of $94,000,000 (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.

In addition, Pubco entered into a subscription agreement dated October 26, 2021 (the “Convertible Senior Secured Notes Subscription Agreement”) with a certain third-party investor (the “Convertible Senior Secured Notes Investor”), pursuant to which such investor has agreed to purchase $200 million aggregate principal amount of convertible senior secured notes, which will bear interest at a rate of 7.00% per annum for cash interest or 9.00% per annum paid-in-kind, selected at the option of the Company, will be paid semi-annually and will be convertible for Pubco ordinary shares (the “Convertible Senior Secured Notes”). In connection with the execution of the Convertible Senior Secured Notes Subscription Agreement, Pubco agreed to issue 4,000,000 warrants which will be exercisable for one Pubco Ordinary Share each, with an exercise price of $11.50 per Pubco Ordinary Share. (the “Convertible Notes Warrants”), to the Convertible Senior Secured Notes Investor immediately after Closing. The offering of the Convertible Senior Secured Notes and Convertible Notes Warrants is conditioned upon and expected to close concurrently with 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 73.65% and 13.33%, 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 the Pubco Ordinary Shares issuable upon conversion of the Convertible Senior Secured Notes 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 $245 million Closing Cash in order to consummate the Business Combination) are converted into cash, such percentages will be approximately 78.97% and 7.07%, 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 $245 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. Pubco is also a “controlled company” under the corporate governance rules of the NYSE. See “Management of Pubco Following the Business Combination—​Controlled Company Exemption.”

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 59 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.

 

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://​www.virtualshareholdermeeting.com/BSN2021 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;”

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(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;”

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(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

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(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.”

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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 November 10, 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

 

 

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.

 

 

TABLE OF CONTENTS

 

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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.

 

ii

 

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”);

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•

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”);

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•

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

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•

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.

 

iii

 

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 exercisable 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, its shareholders or a member of the Avolon Group (as applicable).

“Avolon Group” means Avolon Holdings Limited and each of its subsidiaries from time to time.

“Avolon Warrantholders” means the shareholders of Avolon e Limited.

“Avolon Lock-Up Agreements” means the Lock-Up Agreements 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 exercisable for Pubco Ordinary Shares.

“Bristow” means Bristow Group Inc.

“British pounds sterling” or “£” means the legal currency of the United Kingdom.

“Broadstone” means Broadstone Acquisition Corp., a Cayman Islands exempted company.

 

1

 

“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.

“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.

“Convertible Notes Warrants” means the 4,000,000 warrants, which will be exercisable for one Pubco Ordinary Share each, with an exercise price of $11.50 per Pubco Ordinary Share, and which will be issued to the Convertible Senior Secured Notes Investor immediately after Closing pursuant to the Convertible Senior Secured Notes Subscription Agreement.

“Convertible Senior Secured Notes” means the convertible senior secured notes due 2026 of Pubco with an aggregate principal amount of $200,000,000, which will bear interest at a rate of 7.00% per annum for cash interest or 9.00% per annum paid-in-kind at the election of Pubco that is paid semi-annually.

“Convertible Senior Secured Notes Investor” means entities affiliated with Mudrick Capital Management L.P., the third-party investor subscribing for the Convertible Senior Secured Notes.

“Convertible Senior Secured Notes Subscription Agreement” means the subscription agreement, dated October 26, 2021, entered into between Pubco, Broadstone, and the Convertible Senior Secured Notes Investor, pursuant to which, among other things, Pubco agreed to issue and sell, in a private placement that is conditioned upon, and will close concurrently with, the Business Combination, the Convertible Senior Secured Notes.

“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.”

 

2

 

“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).

“Iberojet” means Evelop Airlines SL, a subsidiary of Avoris Corporacion Empresarial.

“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 Warrant A1, Warrant A2, Warrant B1 and Warrant B2 (as such terms are defined in the Avolon Warrant Instrument) to be issued to Avolon’s shareholders immediately after Closing in accordance with the Avolon Warrant Instrument.

“Initial Virgin Atlantic Warrant Shares” means the Pubco Ordinary Shares represented by Warrant A (as such term is defined in the Virgin Atlantic Warrant Instrument) to be issued to issued to Virgin Atlantic immediately after Closing in accordance with the Virgin Atlantic 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.

“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 Agreements, the American Lock-Up Agreement, the LNH Lock-Up Agreement and the Virgin Atlantic 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.

“Max Redemption” refers to redemption of 15,430,301 Broadstone Class A ordinary shares, which is the maximum amount of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $245 million Closing Cash in order to consummate the Business Combination.

“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

 

3

 

Warrants, except that the options represent the right to acquire Pubco Ordinary Shares, with such options being granted out of the Pubco Incentive Plan.

“Marubeni” means Marubeni Corporation.

“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 to be 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.

“PFIC” means passive foreign investment company.

“PIPE Closing” means the closing of the Subscription Agreements.

“PIPE” or “PIPE Financing” means the sale of 9,400,000 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 ninety-four million dollars ($94,000,000).

“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); (viii) Kouros SA ($5,000,000); and (ix) 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.

 

4

 

“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 November 10, 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.

“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).

 

5

 

“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, as amended and restated on October 26, 2021, pursuant to which the PIPE Investors have agreed to purchase an aggregate of 9,400,000 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.

“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.

“Virgin Atlantic Lock-Up Agreement” means the Lock-Up Agreement to be entered into by Virgin Atlantic at the Share Acquisition Closing in connection with the Proposed Transactions.

“Virgin Atlantic Warrant Instrument” means the warrant instrument by and between Pubco and Virgin Atlantic, dated October 29, 2021, pursuant to which, among other things, immediately after Closing, Virgin Atlantic will receive warrants exercisable for Pubco Ordinary Shares.

“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.

 

6

 

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.

 

7

 

 

8

 

 

9

 

 

10

 

 

11

 

 

12

 

 

13

 

 

14

 

(1)

Assumes that 15,430,301 Broadstone Class A ordinary shares are redeemed (the maximum number of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $245 million Closing Cash in order to consummate the Business Combination).

​

(2)

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 certain of 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,

​

 

15

 

(d) Ordinary Shares issuable in respect of the Virgin Atlantic Warrant Instrument, (e) the 35,000,000 Earn Out Shares, (f) Ordinary Shares issuable upon the exercise of the Convertible Notes Warrants, and the Ordinary Shares due upon conversion of the Convertible Senior Secured Notes, and (g) the MWC Options.

(3)

Excludes Ordinary Shares issued pursuant to their PIPE Investment

​

(4)

Includes 9,400,000 Ordinary Shares to be held by the PIPE Investors.

​

(5)

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) certain of the Initial Avolon Warrant Shares. Excludes any Ordinary Shares issued pursuant to the PIPE Investment.

​

 

16

 

 

17

 

 

18

 

 

19

 

 

20

 

 

21

 

 

22

 

Value of the Public Warrants:

(1)

Assumes that 15,430,301 Broadstone Class A ordinary shares are redeemed (the maximum number of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $245 million Closing Cash in order to consummate the Business Combination).

​

 

23

 

(1)

Assumes that 15,430,301 Broadstone Class A ordinary shares are redeemed (the maximum number of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $245 million Closing Cash in order to consummate the Business Combination).

​

(2)

Excludes Vertical Option Holders and excludes 35,000,000 Earn Out Shares that would be paid to certain shareholders of Vertical Aerospace Group, Ltd. upon satisfaction of certain earn-out conditions within five years following the closing of the Business Combination.

​

(3)

Pro forma equity value shown at $9.95 as of October 27, 2021 per share in the No Redemption scenario and the Max Redemption scenarios.

​

 

24

 

(1)

Assumes that 15,430,301 Broadstone Class A ordinary shares are redeemed (the maximum number of Broadstone Class A ordinary shares that can be redeemed while still maintaining the $245 million Closing Cash in order to consummate the Business Combination).

​

 

25

 

(2)

Includes (a) Ordinary Shares to be received by Vertical Shareholders, (b) Ordinary Shares to be received by the Loan Note Holders in connection with the LNH SPA and (c) Ordinary Shares to be received by American in connection with the American SPA and excludes (i) Vertical Option Holders, (ii) 35,000,000 Earn Out Shares, (iii) the Initial American Warrant Shares, (iv) the Initial Avolon Warrant Shares and (v) the Initial Virgin Atlantic Warrant Shares.

​

(3)

Based on assumption that all public warrants will be exercised.

​

 

26

 

 

27

 

 

28

 

 

29

 

30

 

31

 

32

 

33

 

34

 

35

 

36

 

37

 

38

 

39

 

40

 

​

41

 

42

 

​

43

 

44

 

45

 

​

​

​

Assuming No Redemption

​

​

Assuming Max Redemption(1)

​

​

​

​

Number of Shares(1)

​

​

% of Shares

​

​

Number of Shares(2)

​

​

% of Shares

​

​

​

​

(in millions)

​

​

​

​

​

​

​

​

(in millions)

​

​

​

​

​

​

​

Public Shareholders (Broadstone)

​

​

​

​

30.53

​

​

​

​

​

13.72

​

​

​

​

​

15.10

​

​

​

​

​

7.29

​

​

Initial Shareholders (Broadstone)(3)

​

​

​

​

7.63

​

​

​

​

​

3.43

​

​

​

​

​

7.63

​

​

​

​

​

3.68

​

​

PIPE Investors(4)

​

​

​

​

9.40

​

​

​

​

​

4.22

​

​

​

​

​

9.40

​

​

​

​

​

4.54

​

​

Vertical Shareholders(5)

​

​

​

​

175.00

​

​

​

​

​

78.63

​

​

​

​

​

175.00

​

​

​

​

​

84.49

​

​

Total

​

​

​

​

222.56

​

​

​

​

​

100.00

​

​

​

​

​

207.13

​

​

​

​

​

100.00

​

​

​

46

 

​	Pubco	​	​	Company	​
​		​	​		​

​

47

 

48

 

​

49

 

50

 

​

51

 

​

​

​

September 30, 2021

​

​

December 31, 2020

​

​

​

​

(unaudited)

​

​

(as revised)

​

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash

​

​

​

$

707,084

​

​

​

​

$

1,605,045

​

​

Prepaid expenses

​

​

​

​

95,417

​

​

​

​

​

187,865

​

​

Total current assets

​

​

​

​

802,501

​

​

​

​

​

1,792,910

​

​

Investment held in Trust Account

​

​

​

​

305,332,346

​

​

​

​

​

305,311,303

​

​

Total Assets

​

​

​

$

306,134,847

​

​

​

​

$

307,104,213

​

​

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

​

​

$

80,274

​

​

​

​

$

155,683

​

​

Accrued expenses

​

​

​

​

5,097,232

​

​

​

​

​

219

​

​

Total current liabilities

​

​

​

​

5,177,506

​

​

​

​

​

155,902

​

​

Warrant liability

​

​

​

​

25,240,908

​

​

​

​

​

26,175,756

​

​

Deferred underwriting commissions

​

​

​

​

10,685,605

​

​

​

​

​

10,685,605

​

​

Total liabilities

​

​

​

​

41,104,019

​

​

​

​

​

37,017,263

​

​

Commitments and Contingencies

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A ordinary shares; 30,530,301 shares subject to possible redemption at $10 per share as of September 30, 2021 and December 31, 2020

​

​

​

​

305,303,010

​

​

​

​

​

305,303,010

​

​

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; zero shares issued and outstanding at September 30, 2021 and December 31, 2020

​

​

​

​

—

​

​

​

​

​

—

​

​

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,632,575 shares issued and outstanding at September 30, 2021 and December 31, 2020

​

​

​

​

763

​

​

​

​

​

763

​

​

52

 

​

​

​

September 30, 2021

​

​

December 31, 2020

​

​

​

​

(unaudited)

​

​

(as revised)

​

Additional paid-in capital

​

​

​

​

—

​

​

​

​

​

—

​

​

Accumulated deficit

​

​

​

​

(40,272,945)

​

​

​

​

​

(35,216,823)

​

​

Total shareholders’ deficit

​

​

​

​

(40,272,182)

​

​

​

​

​

(35,216,060)

​

​

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

​

​

​

$

306,134,847

​

​

​

​

$

307,104,213

​

​

​

​	General and administrative expenses	​	​	​	$	6,009,359	​	​
​	Loss from operations	​	​	​	​	(6,009,359)	​	​
​	Other income (expense)	​	​	​	​	​	​	​
​	Income earned on investments in Trust Account	​	​	​	​	21,043	​	​
​	Change in fair value of warrant liabilities	​	​	​	​	934,848	​	​
​	Foreign exchange gain/(loss)	​	​	​	​	(2,654)	​	​
​	Total other income (expense), net	​	​	​	​	953,237	​	​
​	Net income	​	​	​	$	(5,056,122)	​	​
​	Weighted average ordinary shares outstanding, basic and diluted – Class A	​	​	​	​	30,530,301	​	​
​	Basic and diluted net income per ordinary share – Class A	​	​	​	$	(0.13)	​	​
​	Weighted average ordinary shares outstanding, basic and diluted – Class B	​	​	​	​	7,632,575	​	​
​	Basic and diluted net loss per ordinary share – Class B	​	​	​	$	(0.13)	​	​

53

 

​	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)	​	​

​	Cash Flows from Operating Activities:	​	​	​	​	​	​	​
​	Net loss	​	​	​	$	(5,056,122)	​	​
​	Adjustments to reconcile net income to net cash used in operating activities:	​	​	​	​	​	​	​
​	Income earned on investments in Trust Account	​	​	​	​	(21,043)	​	​
​	Change in fair value of warrant liabilities	​	​	​	​	(934,848)	​	​
​	Changes in operating assets and liabilities:	​	​	​	​	​	​	​
​	Prepaid expenses	​	​	​	​	92,488	​	​
​	Accounts payable	​	​	​	​	(75,409)	​	​
​	Accrued expenses	​	​	​	​	5,097,013	​	​
​	Net cash used in operating activities	​	​	​	​	(897,961)	​	​
​	Net change in cash	​	​	​	​	(897,961)	​	​
​	Cash – beginning of the period	​	​	​	​	1,605,045	​	​
​	Cash – ending of the period	​	​	​	$	707,084	​	​

54

 

​

​

​

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)

​

​

55

 

​

​

​

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

​

​

​

​

​

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

​

​