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Q. Why am I receiving this proxy statement/prospectus?
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| | 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. | |
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Q. When and where is the extraordinary general meeting?
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| | A. The extraordinary general meeting will be held on December 14, 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. | |
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Q. What is being voted on at the Meeting?
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| | 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 asked to 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 | |
| | | | 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. | |
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Q. Why is Broadstone proposing the Business Combination?
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| | 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 Public 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 United Kingdom 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 United Kingdom 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?
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| | 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.” | |
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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;
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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;
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the determination of Broadstone’s management and the Sponsor that the Company was a more viable opportunity than the Other Potential Acquisitions; and
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a difference in valuation expectations between Broadstone and the senior executives or shareholders of the Other Potential Acquisitions.
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| | | | 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, | |
| | | | Vertical has focused on building an experienced and senior team in the eVTOL industry who have over 1,700 combined years of engineering 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 1,350 conditional aircraft pre-orders from launch customers American Airlines, Avolon, Bristow and Iberojet, including conditional pre-order options for Marubeni and Virgin Atlantic, valued in the aggregate at up to $5.4 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 is 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. | |
| | | | 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 the section entitled “The Business Combination Proposal — 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 Transactions, were advisable and fair to, and in the best interests of, Broadstone and its shareholders. | |
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Q. Why is Broadstone providing shareholders with the opportunity to vote on the Business Combination?
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| | 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. | |
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Q. Are the proposals conditioned on one another?
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| | 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. | |
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Q. What will happen in the Business Combination?
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| | 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 9,400,000 Pubco Ordinary Shares from | |
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outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons), (c) the PIPE Investors will own approximately 4.11% of the issued and outstanding Pubco Ordinary Shares (pursuant to the PIPE Financing and excluding the Initial American Warrant Shares, the Initial Avolon Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA, the Pubco Ordinary Shares received pursuant to the Business Combination Agreement and the Pubco Ordinary Shares received pursuant to the LNH SPA), (d) the Vertical Shareholders, American and the Loan Note Holders (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 and excluding any Pubco Ordinary shares received pursuant to the PIPE Financing) will collectively own approximately 73.65% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons) (e) Avolon will own approximately 4.43% of the issued and outstanding Pubco Ordinary Shares (excluding any Pubco Ordinary Shares received pursuant to the PIPE Financing) and (f) Virgin will own approximately 1.15% of the issued and outstanding Pubco Ordinary Shares (assuming the Initial Virgin Atlantic Warrant Shares have been issued to Virgin). These relative percentages assume that (i) none of Broadstone’s existing public shareholders exercise their redemption rights, (ii) 9,400,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) the Convertible Senior Secured Notes have not been converted to Pubco Ordinary Shares, (iv) no additional equity securities of Broadstone or Pubco are issued, (v) all of the Pubco Options have been exercised,
(vi) the Initial Avolon Warrant Shares have been issued, (vii) the Initial American Warrant Shares have been issued, (viii) the Initial Virgin Atlantic Warrant Shares have been issued, (ix) none of the Convertible Notes Warrants have been issued and (x) no Earn Out Shares have been issued. If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different. |
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Assuming that (i) Broadstone’s existing public shareholders exercise their redemption rights with regard to 15,430,301 Broadstone Public Shares, (ii) that 9,400,000 Pubco Ordinary Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) the Convertible Senior Secured Notes have not been converted to Pubco Ordinary Shares, (iv) no additional equity securities of Broadstone or Pubco are issued (v) all of the Pubco Options have been exercised,
(vi) the Initial Avolon Warrant Shares have been issued, (vii) the Initial American Warrant Shares have been issued, (viii) the Initial Virgin Atlantic Warrant Shares have been issued, (ix) none of the Convertible Notes Warrants have been issued and (x) no Earn Out Shares have been issued, (a) Broadstone’s existing public shareholders will own approximately 7.07% of the issued and outstanding Pubco Ordinary Shares, (b) the Initial Shareholders will own approximately 3.57% 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 4.40% of the issued and outstanding Pubco Ordinary Shares (pursuant to the PIPE Financing and |
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excluding the Initial American Warrant Shares, the Initial Avolon Warrant Shares, the Pubco Ordinary Shares received pursuant to the American SPA, the Pubco Ordinary Shares received pursuant to the Business Combination Agreement and the Pubco Ordinary Shares received pursuant to the LNH SPA and excluding any Pubco Ordinary shares received pursuant to the PIPE Financing), (d) the Vertical Shareholders, American and the Loan Note Holders (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 collectively own approximately 78.97% of the issued and outstanding Pubco Ordinary Shares (excluding any participation in the PIPE Financing by such persons) upon completion of the Proposed Transactions, (e) Avolon will own approximately 4.75% of the issued and outstanding Pubco Ordinary Shares (excluding any Pubco Ordinary Shares received pursuant to the PIPE Financing) and
(f) Virgin will own approximately 1.23% of the issued and outstanding Pubco Ordinary Shares (assuming the Initial Virgin Atlantic Warrant Shares have been issued to Virgin). If the facts are different from these assumptions, the percentage ownership retained by Broadstone’s existing shareholders will be different. |
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The following table illustrates two different redemption scenarios based on the assumptions described in the footnotes thereto: (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 $245 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 |
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Assuming Max
Redemption(1) |
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Number of
Shares(2) |
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% of
Shares |
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Number of
Shares(2) |
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% of
Shares |
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(in millions)
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(in millions)
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Public Shareholders (Broadstone)
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| | | | 30.53 | | | | | | 13.72 | | | | | | 15.10 | | | | | | 7.29 | | |
Initial Shareholders (Broadstone)(3)
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| | | | 7.63 | | | | | | 3.43 | | | | | | 7.63 | | | | | | 3.68 | | |
PIPE Investors(4)
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| | | | 9.40 | | | | | | 4.22 | | | | | | 9.40 | | | | | | 4.54 | | |
Vertical Shareholders(5)
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| | | | 175.00 | | | | | | 78.63 | | | | | | 175.00 | | | | | | 84.49 | | |
Total
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| | | | 222.56 | | | | | | 100.00 | | | | | | 207.13 | | | | | | 100.00 | | |
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Q. Who will be the officers and directors of Pubco if the Proposed Transactions are consummated?
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| | A. At the consummation of the Proposed Transactions, the directors of Pubco will be Stephen Fitzpatrick, Michael Cervenka, Vincent Casey, Kathy Cassidy, Gur Kimchi and Marcus Waley-Cohen. Stephen Fitzpatrick is expected to serve as chief executive officer, Michael Cervenka is expected to serve as president and Vincent Casey is expected to serve as chief financial officer of Pubco. See the section entitled “Management of Pubco Following the Business Combination.” | |
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Q. What happens if I sell my Broadstone ordinary Shares before the Meeting?
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| | 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. | |
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Q. What is the PIPE Financing?
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| | 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 9,400,000 Pubco Ordinary Shares in consideration for an aggregate purchase price of $94,000,000. | |
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Q. Did the Broadstone board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
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| | 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. | |
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Q. Will Broadstone or Pubco issue additional equity securities in connection with the consummation of the Business Combination?
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| | 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. Pubco also entered into a subscription agreement dated October 26, 2021 (the “Convertible Senior Secured Notes Subscription Agreement”) with entities affiliated with Mudrick Capital Management L.P., the third-party investor (the “Convertible Senior Secured Notes Investor”), pursuant to which Pubco agreed to issue and sell the Convertible Senior Secured Notes. The Convertible Senior Secured Notes are convertible into up to 18,181,820 Pubco Ordinary Shares, excluding any interest and subject to adjustments as provided in the indenture. In connection with the issuance of 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 Secured Senior Notes Investor immediately after Closing. The purpose of these purchases would be to increase the amount of cash available to Broadstone and Pubco 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. | |
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Q. How many votes do I have at the Meeting?
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| | 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 November 10, 2021, the record date for the Meeting (the “Record Date”). As of the close of business on the Record Date, there were 38,162,876 ordinary shares of Broadstone outstanding, of which 30,530,301 were Class A ordinary shares and 7,632,575 were Class B ordinary shares. | |
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Q. What vote is required to approve the proposals presented at the Meeting?
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| | 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. | |
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Q. Do the Vertical Shareholders need to approve the Business Combination?
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| | 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 Business Combination by such persons is required. | |
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Q. May Broadstone, the Sponsor or Broadstone’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?
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| | 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. | |
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Q. What constitutes a quorum at the Meeting?
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| | 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. | |
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Q. How do the insiders of Broadstone intend to vote on the proposals?
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| | 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. | |
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Q. What interests do Broadstone’s current officers and directors have in the Proposed Transactions?
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| |
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 $75,944,121 based on the closing price of the Broadstone Class A ordinary shares of $9.95 on the NYSE on November 10, 2021, the record date for the Meeting;
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|
| | | |
•
the Initial Shareholders are expected to hold an aggregate of approximately 3.33% 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;
•
the fact that, in connection with the PIPE Financing, Sponsor has subscribed for 500,000 Pubco Ordinary Shares;
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|
| | | |
•
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 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.
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|
| | | | 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.” | |
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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.” | |
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Q. Do I have Redemption rights?
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| | 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 (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 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. | |
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Q. Will how I vote affect my ability to exercise redemption rights?
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| | 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. | |
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Q. How do I exercise my redemption rights?
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| | 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 December 10, 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 Mark Zimkind 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 $305,327,526 or approximately $10.00 per share, as of November 10, 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 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. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental Stock Transfer & Trust Company in order to validly redeem its shares. | |
| | | | 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. | |
| | |
Assuming
no redemption |
| |
Assuming
50% of Max redemption |
| |
Assuming
Max Redemption(1) |
| |||||||||
Number of Public Warrants
|
| | | | 15,265,150 | | | | | | 15,265,150 | | | | | | 15,265,150 | | |
Trading value per Public Warrant as of November 19, 2021
|
| | | $ | 1.15 | | | | | $ | 1.15 | | | | | $ | 1.15 | | |
Aggregate trading value of Public
Warrants as of November 19, 2021 |
| | | $ | 17,554,923 | | | | | $ | 17,554,923 | | | | | $ | 17,554,923 | | |
| | | | Assuming 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) and based on the market value per warrant as of November 19, 2021 for Broadstone’s Public Warrants, redeeming shareholders may retain Public Warrants with an aggregate value of $17.6 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 & Max Redemption Scenarios held by public shareholders are redeemed), and Max Redemption scenarios. | |
Shareholders
|
| |
Assuming
no redemption Shares |
| |
Assuming
50% of Max redemption Shares |
| |
Assuming
Max redemption Shares(1) |
| |||||||||
Vertical shareholders(2)
|
| | | | 146,935,683 | | | | | | 146,935,683 | | | | | | 146,935,683 | | |
Broadstone public shareholders
|
| | | | 30,530,301 | | | | | | 30,530,301 | | | | | | 30,530,301 | | |
Sponsor
|
| | | | 7,632,575 | | | | | | 7,632,575 | | | | | | 7,632,575 | | |
PIPE Investors
|
| | | | 9,400,000 | | | | | | 9,400,000 | | | | | | 9,400,000 | | |
Total Shares Outstanding Excluding Warrants
|
| | | | 194,498,559 | | | | | | 194,498,559 | | | | | | 194,498,559 | | |
Less: Public shares
redemptions |
| | | | — | | | | | | (7,715,151) | | | | | | (15,430,301) | | |
Total Shares Outstanding after redemptions
|
| | | | 194,498,559 | | | | | | 186,783,408 | | | | | | 179,068,258 | | |
Total Pro Forma Equity Value(3)
|
| | | $ | 1,935,260,665 | | | | | $ | 1,935,260,665 | | | | | $ | 1,935,260,665 | | |
Less: Cash to be paid upon redemptions
|
| | | | — | | | | | | (77,151,510) | | | | | | (154,303,010) | | |
Total Pro Forma Equity Value Post-Redemptions
|
| | | $ | 1,935,260,665 | | | | | $ | 1,858,109,155 | | | | | $ | 1,780,957,655 | | |
Pro Forma Value Per Share
|
| | | $ | 9.95 | | | | | $ | 9.95 | | | | | $ | 9.95 | | |
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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 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 Public Shares and Warrants prior to exercising redemption 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 Public 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% of Max Redemption |
| |
Assuming
50% of Max Redemption |
| |
Assuming
75% of Max Redemption |
| |
Assuming
Max Redemption(1) |
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||||||||||||||
Vertical shareholders(2)
|
| | | | 146,935,683 | | | | | | 70.0% | | | | | | 146,935,683 | | | | | | 71.4% | | | | | | 146,935,683 | | | | | | 72.7% | | | | | | 146,935,683 | | | | | | 74.1% | | | | | | 146,935,683 | | | | | | 75.6% | | |
Broadstone public shareholders
|
| | | | 30,530,301 | | | | | | 14.6% | | | | | | 26,672,726 | | | | | | 13.0% | | | | | | 22,815,150 | | | | | | 11.3% | | | | | | 18,957,575 | | | | | | 9.6% | | | | | | 15,100,000 | | | | | | 7.8% | | |
Sponsor
|
| | | | 7,632,575 | | | | | | 3.6% | | | | | | 7,632,575 | | | | | | 3.7% | | | | | | 7,632,575 | | | | | | 3.8% | | | | | | 7,632,575 | | | | | | 3.9% | | | | | | 7,632,575 | | | | | | 3.9% | | |
PIPE Investors
|
| | | | 9,400,000 | | | | | | 4.5% | | | | | | 9,400,000 | | | | | | 4.6% | | | | | | 9,400,000 | | | | | | 4.7% | | | | | | 9,400,000 | | | | | | 4.7% | | | | | | 9,400,000 | | | | | | 4.8% | | |
Pubco Public Warrants(3)
|
| | | | 15,265,150 | | | | | | 7.3% | | | | | | 15,265,150 | | | | | | 7.3% | | | | | | 15,265,150 | | | | | | 7.5% | | | | | | 15,265,150 | | | | | | 7.7% | | | | | | 15,265,150 | | | | | | 7.9% | | |
Total
|
| | | | 209,763,709 | | | | | | 100.0% | | | | | | 205,906,134 | | | | | | 100.0% | | | | | | 202,048,558 | | | | | | 100.0% | | | | | | 198,190,983 | | | | | | 100.0% | | | | | | 194,333,408 | | | | | | 100.0% | | |
|
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 that 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 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 $245 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 will be held on December 14, 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.”
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|
|
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 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 (which is December 10, 2021) 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 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: | |
| | | |
Mr. Geoffrey Weinberg
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 E-mail: gweinberg@dfking.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: | |
| | | |
Mr. Mark Zimkind
Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, New York 10004 E-mail: mzimkind@continentalstock.com |
|
| | |
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 | | |
|
Pubco
|
| |
Company
|
|
|
|
| |
|
|
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(unaudited)
(As Restated) |
| |
(As Restated)
|
| ||||||
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
|
| | | | 2,762,980 | | | | | | 219 | | |
Total current liabilities
|
| | | | 2,843,254 | | | | | | 155,902 | | |
Warrant liability
|
| | | | 25,240,908 | | | | | | 26,175,756 | | |
Deferred underwriting commissions
|
| | | | 10,685,605 | | | | | | 10,685,605 | | |
Total liabilities
|
| | | | 38,769,767 | | | | | | 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’ Deficit | | | | | | | | | | | | | |
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 non-redeemable shares issued and outstanding at September 30, 2021 and December 31, 2020 |
| | | | — | | | | | | — | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(unaudited)
(As Restated) |
| |
(As Restated)
|
| ||||||
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 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (37,938,693) | | | | | | (35,216,823) | | |
Total shareholders’ deficit
|
| | | | (37,937,930) | | | | | | (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
|
| | | $ | 3,675,107 | | |
|
Loss from operations
|
| | | | (3,675,107) | | |
| 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
|
| | | $ | (2,721,870) | | |
|
Weighted average ordinary shares outstanding, basic and diluted – Class A
|
| | | | 30,530,301 | | |
|
Basic and diluted net income per ordinary share – Class A
|
| | | $ | (0.07) | | |
|
Weighted average ordinary shares outstanding, basic and diluted – Class B
|
| | | | 7,632,575 | | |
|
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | (0.07) | | |
|
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
|
| | | | 14,320,851 | | |
|
Basic and diluted net income per ordinary share – Class A
|
| | | $ | (0.39) | | |
|
Weighted average ordinary shares outstanding, basic and diluted – Class B
|
| | | | 8,113,263 | | |
|
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | (0.39) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (2,721,870) | | |
| 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
|
| | | | 2,762,761 | | |
|
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 | | |
| | |
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) | | |
| | |
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 | | |
| | |
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
|
| | | | (19,336) | | | | | | (19,336) | | |
Pro forma net loss per share – basic and diluted
|
| | | | (0.10) | | | | | | (0.11) | | |
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Year ended December 31, 2020
|
| | | | | | | | | | | | |
Revenue
|
| | | | 87 | | | | | | 87 | | |
Pro forma net loss
|
| | | | (144,198) | | | | | | (142,089) | | |
Pro forma net loss per share – basic and diluted
|
| | | | (0.74) | | | | | | (0.79) | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2021
|
| | | | | | | | | | | | |
Total assets
|
| | | | 418,389 | | | | | | 306,585 | | |
Total liabilities
|
| | | | 159,807 | | | | | | 159,807 | | |
Total equity
|
| | | | 258,582 | | | | | | 146,778 | | |
|
Pubco
|
| |
Company
|
|
|
|
| |
|
|
|
Adjusted EBITDA(1)
|
| |
Approximately $(254) million
|
|
|
Capital Expenditures(2)
|
| | Approximately $125 million | |
| | |
2024E
|
| |
2025E
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |||||||||||||||
| | |
(in $ millions(1), unless otherwise stated)
|
| |||||||||||||||||||||||||||
Annual Aircraft Production (number of Aircraft)
|
| | | | 50 | | | | | | 250 | | | | | | 1,000 | | | | | | 1,500 | | | | | | 2,000 | | |
Total revenue(2)
|
| | | | 192 | | | | | | 931 | | | | | | 3,566 | | | | | | 5,424 | | | | | | 7,270 | | |
Gross profit(4)
|
| | | | 100 | | | | | | 453 | | | | | | 1,620 | | | | | | 2,418 | | | | | | 3,214 | | |
Gross Margin %
|
| | | | 52% | | | | | | 49% | | | | | | 45% | | | | | | 45% | | | | | | 44% | | |
Adjusted EBITDA(4)
|
| | | | (9) | | | | | | 270 | | | | | | 1,357 | | | | | | 2,072 | | | | | | 2,761 | | |
Capital expenditures(5)
|
| | | | (40) | | | | | | (63) | | | | | | (198) | | | | | | (212) | | | | | | (281) | | |
Free Cash Flow(6)
|
| | | | (52) | | | | | | 127 | | | | | | 772 | | | | | | 1,263 | | | | | | 1,697 | | |
Sources(1)
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption(3) |
| ||||||
| | |
(in millions)
|
| |||||||||
Vertical Shareholders Rollover Equity(2)
|
| | | $ | 1,750.0 | | | | | $ | 1,750.0 | | |
Proceeds from Trust Account
|
| | | $ | 305.3 | | | | | $ | 151.0 | | |
Proceeds from PIPE Financing
|
| | | $ | 94.0 | | | | | $ | 94.0 | | |
Broadstone Founder Shares Rollover Equity
|
| | | $ | 76.3 | | | | | $ | 76.3 | | |
Proceeds from Convertible Senior Secured Notes(4)
|
| | | $ | 192.0 | | | | | $ | 192.0 | | |
Total
|
| | | $ | 2,417.6 | | | | | $ | 2,263.3 | | |
Uses(1)
|
| |
Assuming No
Redemption |
| |
Assuming Maximum
Redemption(3) |
| ||||||
Vertical Shareholders Rollover Equity(2)
|
| | | $ | 1,750.0 | | | | | $ | 1,750.0 | | |
Cash to Balance Sheet
|
| | | $ | 541.30 | | | | | $ | 387.0 | | |
Broadstone Founder Shares Rollover Equity
|
| | | $ | 76.3 | | | | | $ | 76.3 | | |
Estimated Fees and Expenses
|
| | | $ | 50.0 | | | | | $ | 50.0 | | |
Total
|
| | | $ | 2,417.6 | | | | | $ | 2,263.3 | | |
Shareholders
|
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||
| | |
Ownership in Shares
|
| |
%
|
| |
Ownership in Shares
|
| |
%
|
| ||||||||||||
Vertical Shareholders(1)
|
| | | | 200,996,400 | | | | | | 80.8% | | | | | | 200,996,400 | | | | | | 86.2% | | |
Broadstone Public Shareholders
|
| | | | 30,530,301 | | | | | | 12.3% | | | | | | 15,100,000 | | | | | | 6.5% | | |
Sponsor
|
| | | | 7,632,575 | | | | | | 3.1% | | | | | | 7,632,575 | | | | | | 3.3% | | |
PIPE Investors
|
| | | | 9,400,000 | | | | | | 3.8% | | | | | | 9,400,000 | | | | | | 4.0% | | |
| | | | | 248,559,276 | | | | | | 100% | | | | | | 233,128,975 | | | | | | 100% | | |
| | |
Vertical
(IFRS Historical) |
| |
Broadstone
(US GAAP, Restated, As Converted) |
| |
IFRS Policy
and Presentation Alignment (Note 2) |
| |
Transaction
Accounting Adjustments (Assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Max Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming Max Redemptions) |
| |||||||||||||||||||||
ASSETS: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Property, plant and
equipment |
| | | £ | 1,407 | | | | | £ | — | | | | | £ | — | | | | | £ | — | | | | | | | | | | | £ | 1,407 | | | | | £ | — | | | | | | | | | | | £ | 1,407 | | |
Right of use assets
|
| | | | 991 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 991 | | | | | | — | | | | | | | | | | | | 991 | | |
Intangible assets
|
| | | | 2,211 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,211 | | | | | | — | | | | | | | | | | | | 2,211 | | |
Investments held in Trust Account
|
| | | | — | | | | | | 221,233 | | | | | | — | | | | | | (221,233) | | | | |
|
A
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Non-current assets
|
| | | | 4,609 | | | | | | 221,233 | | | | | | — | | | | | | (221,233) | | | | | | | | | | | | 4,609 | | | | | | — | | | | | | | | | | | | 4,609 | | |
Trade and other receivables
|
| | | | 11,233 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 11,233 | | | | | | — | | | | | | | | | | | | 11,233 | | |
Non-financial assets
|
| | | | — | | | | | | — | | | | | | 90 | | | | | | — | | | | | | | | | | | | 90 | | | | | | — | | | | | | | | | | | | 90 | | |
Cash and cash equivalents
|
| | | | 17,144 | | | | | | 631 | | | | | | — | | | | | | 221,233 | | | | |
|
A
|
| | | | | 402,457 | | | | | | (111,804) | | | | |
|
L
|
| | | | | 290,653 | | |
| | | | | | | | | | | | | | | | | | | | | | | 68,110 | | | | |
|
B
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (7,743) | | | | |
|
C
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (33,816) | | | | |
|
D
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (2,220) | | | | |
|
M
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 139,118 | | | | |
|
N
|
| | | | | | ||||||||||||||||||||
Prepaid expenses
|
| | | | — | | | | | | 90 | | | | | | (90) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Current assets
|
| | | | 28,377 | | | | | | 721 | | | | | | — | | | | | | 384,682 | | | | | | | | | | | | 413,780 | | | | | | (111,804) | | | | | | | | | | | | 301,976 | | |
TOTAL ASSETS
|
| | | £ | 32,986 | | | | | £ | 221,954 | | | | | £ | — | | | | | £ | 163,449 | | | | | | | | | | | £ | 418,389 | | | | | £ | (111,804) | | | | | | | | | | | £ | 306,585 | | |
EQUITY AND LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | £ | — | | | | | £ | — | | | | | £ | — | | | | | £ | 1 | | | | |
|
B
|
| | | | £ | 17 | | | | | £ | (1) | | | | |
|
L
|
| | | | £ | 16 | | |
| | | | | | | | | | | | | | | | | | | | | | | 3 | | | | |
|
G
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 13 | | | | |
|
I
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Share premium
|
| | | | 25,739 | | | | | | — | | | | | | — | | | | | | 68,109 | | | | |
|
B
|
| | | | | 374,260 | | | | | | (2,109) | | | | |
|
K
|
| | | | | 260,348 | | |
| | | | | | | | | | | | | | | | | | | | | | | (26,306) | | | | |
|
D
|
| | | | | | | | | | | (111,803) | | | | |
|
L
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 7,054 | | | | |
|
E
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 221,213 | | | | |
|
F
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 25,000 | | | | |
|
H
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (13) | | | | |
|
I
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (31,302) | | | | |
|
J
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | 84,766 | | | | |
|
K
|
| | | | | | ||||||||||||||||||||
Class A ordinary shares
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | |
|
F
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | (2) | | | | |
|
G
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Class B ordinary shares
|
| | | | — | | | | | | 1 | | | | | | | | | | | | (1) | | | | |
|
G
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other reserves
|
| | | | 4,117 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 4,117 | | | | | | — | | | | | | | | | | | | 4,117 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | |
Vertical
(IFRS Historical) |
| |
Broadstone
(US GAAP, Restated, As Converted) |
| |
IFRS Policy
and Presentation Alignment (Note 2) |
| |
Transaction
Accounting Adjustments (Assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Max Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming Max Redemptions) |
| |||||||||||||||||||||
Accumulated loss
|
| | | | (27,536) | | | | | | (29,082) | | | | | | | | | | | | (7,510) | | | | |
|
D
|
| | | | | (119,812) | | | | | | 2,109 | | | | |
|
K
|
| | | | | (117,703) | | |
| | | | | | | | | | | | | | | | | | | | | | | 31,302 | | | | |
|
J
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (2,220) | | | | |
|
M
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (84,766) | | | | |
|
K
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Equity
|
| | | | 2,320 | | | | | | (29,081) | | | | | | — | | | | | | 285,343 | | | | | | | | | | | | 258,582 | | | | | | (111,804) | | | | | | | | | | | | 146,778 | | |
COMMITMENTS AND CONTINGENCIES
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to redemption
|
| | | | — | | | | | | 221,215 | | | | | | (221,215) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
LIABILITIES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Long term lease liabilities
|
| | | | 793 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 793 | | | | | | — | | | | | | | | | | | | 793 | | |
Long term Senior Secured Convertible notes (net of discount)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 80,944 | | | | |
|
N
|
| | | | | 80,944 | | | | | | — | | | | | | | | | | | | 80,944 | | |
Derivative liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | 55,864 | | | | |
|
N
|
| | | | | 55,864 | | | | | | — | | | | | | | | | | | | 55,864 | | |
Provisions
|
| | | | 91 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 91 | | | | | | — | | | | | | | | | | | | 91 | | |
Warrant liability
|
| | | | — | | | | | | 20,327 | | | | | | — | | | | | | (7,054) | | | | |
|
E
|
| | | | | 15,583 | | | | | | — | | | | | | | | | | | | 15,583 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | 2,310 | | | | |
|
N
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 7,743 | | | | | | — | | | | | | (7,743) | | | | |
|
C
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Ordinary shares subject to possible redemption
|
| | | | — | | | | | | — | | | | | | 221,215 | | | | | | (221,215) | | | | |
|
F
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Non-current liabilities
|
| | | | 884 | | | | | | 28,070 | | | | | | 221,215 | | | | | | (96,894) | | | | | | | | | | | | 153,275 | | | | | | — | | | | | | | | | | | | 153,275 | | |
Accounts payable
|
| | | | — | | | | | | 59 | | | | | | (59) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accrued expenses
|
| | | | — | | | | | | 1,691 | | | | | | (1,691) | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Current portion of long term lease liabilities
|
| | | | 175 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 175 | | | | | | — | | | | | | | | | | | | 175 | | |
Trade and other payables
|
| | | | 4,607 | | | | | | — | | | | | | 1,750 | | | | | | — | | | | | | | | | | | | 6,357 | | | | | | — | | | | | | | | | | | | 6,357 | | |
Convertible notes
|
| | | | 25,000 | | | | | | — | | | | | | — | | | | | | (25,000) | | | | |
|
H
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Current liabilities
|
| | | | 29,782 | | | | | | 1,750 | | | | | | — | | | | | | (25,000) | | | | | | | | | | | | 6,532 | | | | | | — | | | | | | | | | | | | 6,532 | | |
Total liabilities
|
| | | | 30,666 | | | | | | 29,820 | | | | | | 221,215 | | | | | | (121,894) | | | | | | | | | | | | 159,807 | | | | | | — | | | | | | | | | | | | 159,807 | | |
TOTAL EQUITY AND LIABILITIES
|
| | | £ | 32,986 | | | | | £ | 221,954 | | | | | £ | — | | | | | £ | 163,449 | | | | | | | | | | | £ | 418,389 | | | | | £ | (111,804) | | | | | | | | | | | £ | 306,585 | | |
|
| | |
Vertical
(IFRS Historical) |
| |
Broadstone
(US GAAP, Restated, As Converted) |
| |
IFRS
Policy and Presentation Alignment (Note 2) |
| |
Transaction
Accounting Adjustments (Assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Max Redemptions) |
| |
Pro Forma
Combined (Assuming Max Redemptions) |
| |||||||||||||||||||||
Revenue
|
| | | £ | 66 | | | | | £ | — | | | | | £ | — | | | | | £ | — | | | | | | | | | | | £ | 66 | | | | | £ | — | | | | | £ | 66 | | |
Cost of sales
|
| | | | (25) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (25) | | | | | | — | | | | | | (25) | | |
Gross profit
|
| | | | 41 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 41 | | | | | | — | | | | | | 41 | | |
Research and development expenses
|
| | | | (7,747) | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | (7,747) | | | | | | | | | | | | (7,747) | | |
General and administrative
|
| | | | (7,151) | | | | | | (2,203) | | | | | | — | | | | | | 79 | | | | |
|
BB
|
| | | | | (9,275) | | | | | | — | | | | | | (9,275) | | |
Related party administrative expenses
|
| | | | (127) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (127) | | | | | | — | | | | | | (127) | | |
Expense recognized on issue of Z
shares at below fair value |
| | | | (16,739) | | | | | | — | | | | | | — | | | | | | 16,739 | | | | |
|
DD
|
| | | | | — | | | | | | — | | | | | | — | | |
Other operating income
|
| | | | 9,686 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 9,686 | | | | | | — | | | | | | 9,686 | | |
Income earned on investments in
Trust Account |
| | | | — | | | | | | 12 | | | | | | — | | | | | | (12) | | | | |
|
AA
|
| | | | | — | | | | | | — | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | (1,353) | | | | | | — | | | | | | 473 | | | | |
|
CC
|
| | | | | (880) | | | | | | — | | | | | | (880) | | |
Operating loss
|
| | | | (22,037) | | | | | | (3,544) | | | | | | — | | | | | | 17,279 | | | | | | | | | | | | (8,302) | | | | | | — | | | | | | (8,302) | | |
Convertible note interest charge
|
| | | | — | | | | | | — | | | | | | — | | | | | | (10,515) | | | | |
|
EE
|
| | | | | (10,515) | | | | | | — | | | | | | (10,515) | | |
Finance income
|
| | | | (37) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (37) | | | | | | — | | | | | | (37) | | |
Related party finance costs
|
| | | | (483) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (483) | | | | | | — | | | | | | (483) | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | |
Loss before tax
|
| | | | (22,557) | | | | | | (3,544) | | | | | | — | | | | | | 6,765 | | | | | | | | | | | | (19,336) | | | | | | — | | | | | | (19,336) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | |
Net loss
|
| | | £ | (22,557) | | | | | £ | (3,544) | | | | | £ | — | | | | | £ | 6,765 | | | | | | | | | | | £ | (19,336) | | | | | £ | — | | | | | £ | (19,336) | | |
Net loss per share – basic and diluted
|
| | | £ | (209.37) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – A class – basic and diluted
|
| | | | | | | | | £ | (0.09) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – B class – basic and diluted
|
| | | | | | | | | £ | (0.09) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average
ordinary shares outstanding – basic and diluted |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 194,498,559 | | | | | | | | | | | | 179,068,258 | | |
Pro forma net loss per share – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | £ | (0.10) | | | | | | | | | | | £ | (0.11) | | |
| | |
Vertical
(IFRS Historical) |
| | | | |
Broadstone
(US GAAP, Restated, As Converted) |
| |
IFRS
Policy and Presentation Alignment (Note 2) |
| |
Transaction
Accounting Adjustments (Assuming No Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Additional
Transaction Accounting Adjustments (Assuming Max Redemptions) |
| | | | | | | |
Pro Forma
Combined (Assuming Max Redemptions) |
| |||||||||||||||||||||
Revenue
|
| | | £ | 87 | | | | | | | | £ | — | | | | | £ | — | | | | | £ | — | | | | | | | | | | | £ | 87 | | | | | £ | — | | | | | | | | | | | £ | 87 | | |
Cost of sales
|
| | | | (44) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (44) | | | | | | — | | | | | | | | | | | | (44) | | |
Gross profit
|
| | | | 43 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 43 | | | | | | — | | | | | | | | | | | | 43 | | |
Research and development expenses
|
| | | | (9,971) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (9,971) | | | | | | — | | | | | | | | | | | | (9,971) | | |
General and administrative
|
| | | | (3,760) | | | | | | | | | (715) | | | | | | — | | | | | | (7,510) | | | | |
|
BB
|
| | | | | (96,722) | | | | | | 2,109 | | | | |
|
DD
|
| | | | | (94,613) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | 29 | | | | |
|
CC
|
| | | | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | | (84,766) | | | | |
|
DD
|
| | | | | | | | | | | | | | | | | | | | | |||||
Expense recognized on issuance
of Z shares at less than fair value |
| | | | — | | | | | | | | | — | | | | | | — | | | | | | (16,739) | | | | |
|
FF
|
| | | | | (16,739) | | | | | | — | | | | | | | | | | | | (16,739) | | |
Related party administrative expenses
|
| | | | (144) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (144) | | | | | | — | | | | | | | | | | | | (144) | | |
Other operating income
|
| | | | 2,317 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2,317 | | | | | | — | | | | | | | | | | | | 2,317 | | |
Income earned on investments in
Trust Account |
| | | | — | | | | | | | | | 6 | | | | | | — | | | | | | (6) | | | | |
|
AA
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | | | | (6,089) | | | | | | — | | | | | | 2,102 | | | | |
|
EE
|
| | | | | (3,987) | | | | | | — | | | | | | | | | | | | (3,987) | | |
Operating loss
|
| | | | (11,515) | | | | | | | | | (6,798) | | | | | | — | | | | | | (106,890) | | | | | | | | | | | | (125,203) | | | | | | 2,109 | | | | | | | | | | | | (123,094) | | |
Convertible note interest charge
|
| | | | — | | | | | | | | | — | | | | | | — | | | | | | (18,184) | | | | |
|
GG
|
| | | | | (18,184) | | | | | | — | | | | | | | | | | | | (18,184) | | |
Finance income
|
| | | | (98) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (98) | | | | | | — | | | | | | | | | | | | (98) | | |
Related party finance
costs |
| | | | (709) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (709) | | | | | | — | | | | | | | | | | | | (709) | | |
Loss before tax
|
| | | | (12,322) | | | | | | | | | (6,798) | | | | | | — | | | | | | (125,074) | | | | | | | | | | | | (144,194) | | | | | | 2,109 | | | | | | | | | | | | (142,085) | | |
Income tax expense
|
| | | | (4) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (4) | | | | | | — | | | | | | | | | | | | (4) | | |
Net loss
|
| | | £ | (12,326) | | | | | | | | £ | (6,798) | | | | | £ | — | | | | | £ | (125,074) | | | | | | | | | | | £ | (144,198) | | | | | £ | 2,109 | | | | | | | | | | | £ | (142,089) | | |
Net loss per share – basic and diluted
|
| | | £ | (123.26) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – A class – basic and diluted
|
| | | | | | | | | | | | £ | (0.30) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – B class – basic and diluted
|
| | | | | | | | | | | | £ | (0.30) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma weighted average ordinary shares outstanding – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 194,498,559 | | | | | | | | | | | | | | | | | | 179,068,258 | | |
Pro forma net loss per share – basic and diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | £ | (0.74) | | | | | | | | | | | | | | | | | £ | (0.79) | | |
Name
|
| |
Class A
|
| |
Class B
|
| |
Class Z
|
| |
Total
|
| ||||||||||||
Stephen Fitzpatrick
|
| | | | 123,220 | | | | | | — | | | | | | — | | | | | | 123,220 | | |
Mark Yemm
|
| | | | — | | | | | | 4,714 | | | | | | — | | | | | | 4,714 | | |
Samuel Sugden
|
| | | | — | | | | | | 118 | | | | | | — | | | | | | 118 | | |
American Airlines
|
| | | | — | | | | | | — | | | | | | 5,804 | | | | | | 5,804 | | |
Subtotal – Shares outstanding as of June 30, 2021
|
| | | | 123,220 | | | | | | 4,832 | | | | | | 5,804 | | | | | | 133,856 | | |
Add: Pro forma adjustments
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Microsoft (Loan note conversions into shares)
|
| | | | 7,736 | | | | | | — | | | | | | — | | | | | | 7,736 | | |
Rocket Internet SE (Loan note conversions into shares)
|
| | | | 5,157 | | | | | | — | | | | | | — | | | | | | 5,157 | | |
| | | | | 136,113 | | | | | | 4,832 | | | | | | 5,804 | | | | | | 146,749 | | |
| | |
Assuming no
redemptions |
| |
Assuming max
redemptions |
| ||||||
| | |
Shares
|
| |
(in 000s)
|
| |
Shares
|
| |
(in 000s)
|
|
Broadstone shareholders
|
| |
30,530,301
|
| | | | |
15,100,000
|
| | | |
Sponsor
|
| |
7,632,575
|
| | | | |
7,632,575
|
| | | |
Total Pubco Shares to be issued to Broadstone shareholders
|
| |
38,162,876
|
| | | | |
22,732,575
|
| | | |
Fair value of shares as of November 19, 2021
|
| |
$ 9.95
|
| | | | |
$ 9.95
|
| | | |
Exchange rate as on November 19, 2021
|
| |
£/$ 0.74
|
| | | | |
£/$ 0.74
|
| | | |
Estimated market value of shares
|
| | | | |
£281,734
|
| | | | |
£167,821
|
|
Net assets of Broadstone as of June 30, 2021
|
| | | | |
192,134
|
| | | | |
192,134
|
|
Less: Effect of maximum redemption of 15,430,301 Broadstone’s ordinary shares
|
| | | | |
—
|
| | | | |
(111,804)
|
|
Add: Effect of private warrant cancellation
|
| | | | |
7,054
|
| | | | |
7,054
|
|
Less: Broadstone’s transaction costs
|
| | | | |
(2,220)
|
| | | | |
(2,220)
|
|
Adjusted net assets of Broadstone as of June 30, 2021
|
| | | | |
196,968
|
| | | | |
85,164
|
|
Difference – being IFRS 2 charge for listing services
|
| | | | |
£84,766
|
| | | | |
£82,657
|
|
| | |
Initial fair value
(in 000s) |
| |||
Debt liability (net of discount)
|
| | | £ | 80,944 | | |
Derivative liability
|
| | | £ | 55,864 | | |
| | |
Initial fair value
(in 000s) |
| |||
Derivative asset
|
| | | | — | | |
Warrant liability
|
| | | £ | 2,310 | | |
Total | | | | £ | 139,118 | | |
|
| | |
For the Six Months Ended June 30, 2021
|
| |||||||||
|
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||
|
(in 000s, except share and per share data)
|
| |||||||||||
Numerator: | | | | | | | | | | | | | |
Pro forma net loss
|
| | | £ | (19,336) | | | | | £ | (19,336) | | |
Denominator: | | | | | | | | | | | | | |
Vertical shareholders
|
| | | | 200,996,400 | | | | | | 200,996,400 | | |
Broadstone public shareholders
|
| | | | 30,530,301 | | | | | | 15,100,000 | | |
Sponsor
|
| | | | 7,632,575 | | | | | | 7,632,575 | | |
PIPE Investors
|
| | | | 9,400,000 | | | | | | 9,400,000 | | |
Less: Vertical Option Holders
|
| | | | (19,060,717) | | | | | | (19,060,717) | | |
Less: Earn Out Shares
|
| | | | (35,000,000) | | | | | | (35,000,000) | | |
Total weighted average shares outstanding – basic and
diluted |
| | | | 194,498,559 | | | | | | 179,068,258 | | |
Net loss per share – basic and diluted
|
| | | £ | (0.10) | | | | | £ | (0.11) | | |
| | |
For the Year Ended December 31, 2020
|
| |||||||||
|
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||
|
(in 000s, except share and per share data)
|
| |||||||||||
Numerator: | | | | | | | | | | | | | |
Pro forma net loss
|
| | | £ | (144,198) | | | | | £ | (142,089) | | |
Denominator: | | | | | | | | | | | | | |
Vertical shareholders
|
| | | | 200,996,400 | | | | | | 200,996,400 | | |
Broadstone public shareholders
|
| | | | 30,530,301 | | | | | | 15,100,000 | | |
Sponsor
|
| | | | 7,632,575 | | | | | | 7,632,575 | | |
PIPE Investors
|
| | | | 9,400,000 | | | | | | 9,400,000 | | |
Less: Vertical Option Holders
|
| | | | (19,060,717) | | | | | | (19,060,717) | | |
Less: Earn Out Shares
|
| | | | (35,000,000) | | | | | | (35,000,000) | | |
Total weighted average shares outstanding – basic and
diluted |
| | | | 194,498,559 | | | | | | 179,068,258 | | |
Net loss per share – basic and diluted
|
| | | £ | (0.74) | | | | | £ | (0.79) | | |
| | |
No. of options or
warrants |
| |||
Vertical Option Holders
|
| | | | 19,060,717 | | |
Pubco Public Warrants
|
| | | | 15,265,150 | | |
Convertible Notes Warrants
|
| | | | 4,000,000 | | |
Name
|
| |
Age
|
| |
Position
|
|
Hugh Osmond | | | 58 | | | Chairman and Director | |
Marc Jonas | | | 52 | | | Chief Executive Officer and Director | |
Edward Hawkes | | | 44 | | | Chief Financial Officer | |
Ian Cormack | | | 73 | | | Director | |
Rory Cullinan | | | 61 | | | Director | |
Philip Bassett | | | 55 | | | Director | |
| | |
Six Months Ended
June 30, |
| |||||||||||||||
|
2021
|
| |
2020
|
| |
Change
|
| |||||||||||
|
(in £ thousands)
|
| |
(%)
|
| ||||||||||||||
Revenue
|
| | | | 66 | | | | | | 49 | | | | | | 35 | | |
Cost of sales
|
| | | | (25) | | | | | | (25) | | | | | | — | | |
Gross profit
|
| | | | 41 | | | | | | 24 | | | | | | 71 | | |
Research and development expenses
|
| | | | (7,747) | | | | | | (5,071) | | | | | | 53 | | |
Administrative expenses
|
| | | | (7,151) | | | | | | (1,997) | | | | | | 258 | | |
Related party administrative expenses
|
| | | | (127) | | | | | | (72) | | | | | | 76 | | |
Expense recognized on issue of Z shares at below fair value
|
| | | | (16,739) | | | | | | — | | | | | | — | | |
Other operating income
|
| | | | 9,686 | | | | | | — | | | | | | — | | |
Operating loss
|
| | | | (22,037) | | | | | | (7,116) | | | | | | 210 | | |
Finance costs
|
| | | | (37) | | | | | | (59) | | | | | | (37) | | |
Related party finance costs
|
| | | | (483) | | | | | | — | | | | | | — | | |
Total finance costs
|
| | | | (520) | | | | | | (59) | | | | | | 781 | | |
Loss before tax
|
| | | | (22,557) | | | | | | (7,175) | | | | | | 214 | | |
Income tax benefit/(expense)
|
| | | | — | | | | | | — | | | | | | — | | |
| | |
Six Months Ended
June 30, |
| |||||||||||||||
|
2021
|
| |
2020
|
| |
Change
|
| |||||||||||
|
(in £ thousands)
|
| |
(%)
|
| ||||||||||||||
Net loss for the period and total comprehensive loss
|
| | | | (22,557) | | | | | | (7,175) | | | | | | 214 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
Change
|
| |||||||||||
|
(in £ thousands)
|
| |
(%)
|
| ||||||||||||||
Revenue
|
| | | | 87 | | | | | | 70 | | | | | | 24 | | |
Cost of sales
|
| | | | (44) | | | | | | (66) | | | | | | 33 | | |
Gross profit
|
| | | | 43 | | | | | | 4 | | | | | | 975 | | |
Research and development expenses
|
| | | | (9,971) | | | | | | (5,153) | | | | | | 93 | | |
Administrative expenses
|
| | | | (3,760) | | | | | | (2,554) | | | | | | 47 | | |
Related party administrative expenses
|
| | | | (144) | | | | | | (144) | | | | | | — | | |
Other operating income
|
| | | | 2,317 | | | | | | 399 | | | | | | 481 | | |
Operating loss
|
| | | | (11,515) | | | | | | (7,448) | | | | | | 55 | | |
Finance costs
|
| | | | (98) | | | | | | (66) | | | | | | 48 | | |
Related party finance costs
|
| | | | (709) | | | | | | — | | | | | | — | | |
Total finance costs
|
| | | | (807) | | | | | | (66) | | | | | | 1,123 | | |
Loss before tax
|
| | | | (12,322) | | | | | | (7,514) | | | | | | 64 | | |
Income tax (expense)/benefit
|
| | | | (4) | | | | | | 30 | | | | | | 87 | | |
Net income/(loss)
|
| | | | (12,326) | | | | | | (7,484) | | | | | | 65 | | |
| | |
Six Months Ended
June 30 |
| |
Change
|
| |
Year Ended December 31
|
| |
Change
|
| ||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
(%)
|
| |
2020
|
| |
2019
|
| |
(%)
|
| ||||||||||||||||||||
|
(in £ thousands)
|
| |
(in £ thousands)
|
| ||||||||||||||||||||||||||||||||
Net cash used in operating activities
|
| | | | (10,320) | | | | | | (6,478) | | | | | | (59) | | | | | | (12,012) | | | | | | (7,283) | | | | | | 65 | | |
Net cash used in investing activities
|
| | | | (496) | | | | | | (203) | | | | | | 144 | | | | | | (688) | | | | | | (2,833) | | | | | | (76) | | |
Net cash generated from financing activities
|
| | | | 27,121 | | | | | | 7,168 | | | | | | 278 | | | | | | 12,510 | | | | | | 10,873 | | | | | | 15 | | |
| | |
Payments Due by Period at December 31, 2020
|
| |||||||||||||||||||||
|
Within 1 year
|
| |
Within 2 to 5
years |
| |
After more
than 5 years |
| |
Total
|
| ||||||||||||||
|
(in £ thousands)
|
| |||||||||||||||||||||||
Total
|
| | | | 175 | | | | | | 700 | | | | | | 397 | | | | | | 1,272 | | |
Name
|
| |
Age
|
| |
Position
|
|
Stephen Fitzpatrick | | | 44 | | |
Chairman, Founder and Chief Executive Officer
|
|
Vincent Casey | | | 38 | | | Chief Financial Officer and Director | |
Michael Cervenka | | | 46 | | | President and Director | |
Kathy Cassidy | | | 67 | | | Director | |
Gur Kimchi | | | 53 | | | Director | |
Marcus Waley-Cohen | | | 44 | | | Director | |
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
Percentage of
Outstanding Ordinary Shares |
| ||||||
Broadstone Sponsor LLP (the Sponsor)(3)
|
| | | | 7,632,575 | | | | | | 20.0% | | |
Xercise2 Ltd.(3)
|
| | | | 2,147,953 | | | | | | 5.6% | | |
Overway Capital Ltd.(3)
|
| | | | 2,088,090 | | | | | | 5.5% | | |
Hugh Osmond(3)
|
| | | | 2,147,953 | | | | | | 5.6% | | |
Marc Jonas(3)
|
| | | | 2,088,090 | | | | | | 5.5% | | |
Edward Hawkes(3)
|
| | | | 2,088,090 | | | | | | 5.5% | | |
Ian Cormack
|
| | | | 85,519 | | | | | | * | | |
Rory Cullinan
|
| | | | 85,519 | | | | | | * | | |
Philip Bassett
|
| | | | 85,519 | | | | | | * | | |
The Baupost Group, L.L.C.(4)
|
| | | | 2,970,000 | | | | | | 7.8% | | |
Glazer Capital, LLC(5)
|
| | | | 2,526,003 | | | | | | 6.6% | | |
Periscope Capital Inc.(6)
|
| | | | 1,950,500 | | | | | | 5.1% | | |
All officers, directors and director nominees as a group (six individuals)
|
| | | | 7,632,575 | | | | | | 20.0% | | |
Name and Address of Beneficial Owner(1)
|
| |
Pre-Business Combination
|
| |
Post-Business Combination
|
| ||||||||||||||||||||||||||||||
|
Number
of Shares Beneficially Owned |
| |
%
|
| |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||
|
Number
of Shares Beneficially Owned |
| |
%
|
| |
Number
of Shares Beneficially Owned |
| |
%
|
| ||||||||||||||||||||||||||
5% Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen Fitzpatrick(2)
|
| | | | 50,000,000 | | | | | | 100% | | | | | | 150,552,510 | | | | | | 60.1% | | | | | | 150,552,510 | | | | | | 64.0% | | |
Directors and Executive Officers of Pubco Post-Proposed Transactions
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vincent Casey(3)
|
| | | | — | | | | | | — | | | | | | 7,501,407 | | | | | | 3.0% | | | | | | 7,501,407 | | | | | | 3.2% | | |
Michael Cervenka(4)
|
| | | | — | | | | | | — | | | | | | 717,566 | | | | | | *% | | | | | | 717,566 | | | | | | *% | | |
Stephen Fitzpatrick(2)
|
| | | | — | | | | | | — | | | | | | 150,552,510 | | | | | | 60.1% | | | | | | 150,552,510 | | | | | | 64.0% | | |
Kathy Cassidy
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gur Kimchi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Marcus Waley-Cohen(5)
|
| | | | — | | | | | | — | | | | | | 637,846 | | | | | | *% | | | | | | 637,846 | | | | | | *% | | |
All executive officers and directors as a group ( individuals)
|
| | | | — | | | | | | — | | | | | | 159,409,329 | | | | | | 63.6% | | | | | | 159,409,329 | | | | | | 67.7% | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Pubco Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤ $10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥ 18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.280 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Pubco Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤ $10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥ 18.00
|
| |||||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | |
Page
|
| |||
Unaudited Condensed Consolidated Financial Statements of Vertical Aerospace Group Ltd. | | | | | | | |
Consolidated Financial Statements: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
Audited Consolidated Financial Statements of Vertical Aerospace Group Ltd. | | | | | | | |
| | | | F-12 | | | |
Consolidated Financial Statements: | | | | | | | |
| | | | F-13 | | | |
| | | | F-14 | | | |
| | | | F-15 | | | |
| | | | F-16 | | | |
| | | | F-17 | | | |
Unaudited Financial Statements of Broadstone Acquisition Corp. | | | | | | | |
Financial Statements: | | | | | | | |
| | | | F-45 | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
Audited Financial Statements of Broadstone Acquisition Corp. | | | | | | | |
| | | | F-65 | | | |
Financial Statements: | | | | | | | |
| | | | F-66 | | | |
| | | | F-67 | | | |
| | | | F-68 | | | |
| | | | F-69 | | | |
| | | | F-70 | | |
| | |
Note
|
| |
6 months ended
June 30, 2021 |
| |
6 months ended
June 30, 2020 |
| ||||||
| | | | | |
£ 000
|
| |
£ 000
|
| ||||||
Revenue
|
| |
5
|
| | | | 66 | | | | | | 49 | | |
Cost of sales
|
| | | | | | | (25) | | | | | | (25) | | |
Gross profit
|
| | | | | | | 41 | | | | | | 24 | | |
Research and development expenses
|
| |
7
|
| | | | (7,747) | | | | | | (5,071) | | |
Administrative expenses
|
| |
7
|
| | | | (7,151) | | | | | | (1,997) | | |
Related party administrative expenses
|
| |
7
|
| | | | (127) | | | | | | (72) | | |
Expense recognized on issue of Z shares at below fair value
|
| |
8
|
| | | | (16,739) | | | | | | — | | |
Other operating income
|
| |
6
|
| | | | 9,686 | | | | | | — | | |
Operating loss
|
| |
7
|
| | | | (22,037) | | | | | | (7,116) | | |
Finance costs
|
| | | | | | | (37) | | | | | | (59) | | |
Related party finance costs
|
| |
9
|
| | | | (483) | | | | | | — | | |
Total finance costs
|
| | | | | | | (520) | | | | | | (59) | | |
Loss before tax
|
| | | | | | | (22,557) | | | | | | (7,175) | | |
Income tax benefit/(expense)
|
| | | | | | | — | | | | | | — | | |
Net loss for the period and total comprehensive loss
|
| | | | | | | (22,557) | | | | | | (7,175) | | |
| | |
£
|
| |
£
|
| ||||||
Basic and diluted loss per share
|
| | | | (209.37) | | | | | | (71.75) | | |
| | |
Note
|
| |
June 30,
2021 |
| |
December 31,
2020 |
| | ||||||||
| | | | | |
£ 000
|
| |
£ 000
(Audited) |
| | ||||||||
Assets | | | | | | | | | | | | | | | | | | ||
Non-current assets | | | | | | | | | | | | | | | | | | ||
Property, plant and equipment
|
| | | | | | | 1,407 | | | | | | 1,422 | | | | ||
Right of use assets
|
| | | | | | | 991 | | | | | | 1,062 | | | | ||
Intangible assets
|
| | | | | | | 2,211 | | | | | | 2,030 | | | | ||
| | | | | | | | 4,609 | | | | | | 4,514 | | | | ||
Current assets
|
| | | | | | | | | | | | | | | | | ||
Trade and other receivables
|
| | | | | | | 11,233 | | | | | | 3,532 | | | | ||
Cash and cash equivalents
|
| | | | | | | 17,144 | | | | | | 839 | | | | ||
| | | | | | | | 28,377 | | | | | | 4,371 | | | | ||
Total assets
|
| | | | | | | 32,986 | | | | | | 8,885 | | | | ||
Equity | | | | | | | | | | | | | | | | | | ||
Share capital
|
| |
8
|
| | | | — | | | | | | — | | | | ||
Share premium
|
| | | | | | | 25,739 | | | | | | — | | | | ||
Net parent investment
|
| |
2
|
| | | | — | | | | | | — | | | | ||
Other reserves
|
| | | | | | | 4,117 | | | | | | 4,117 | | | | ||
Accumulated deficit
|
| | | | | | | (27,536) | | | | | | (5,055) | | | | ||
Total equity
|
| | | | | | | 2,320 | | | | | | (938) | | | | ||
Non-current liabilities | | | | | | | | | | | | | | | | | | ||
Long term lease liabilities
|
| | | | | | | 793 | | | | | | 846 | | | | ||
Provisions
|
| | | | | | | 91 | | | | | | 88 | | | | ||
| | | | | | | | 884 | | | | | | 934 | | | | ||
Current liabilities | | | | | | | | | | | | | | | | | | ||
Current portion of long term lease liabilities
|
| | | | | | | 175 | | | | | | 175 | | | | ||
Trade and other payables
|
| | | | | | | 4,607 | | | | | | 2,401 | | | | ||
Loans from related parties
|
| |
8
|
| | | | — | | | | | | 6,309 | | | | ||
Income tax liability
|
| | | | | | | — | | | | | | 4 | | | | | |
Convertible notes
|
| |
10
|
| | | | 25,000 | | | | | | — | | | | ||
| | | | | | | | 29,782 | | | | | | 8,889 | | | | ||
Total liabilities
|
| | | | | | | 30,666 | | | | | | 9,823 | | | | ||
Total equity and liabilities
|
| | | | | | | 32,986 | | | | | | 8,885 | | | |
| | |
Note
|
| |
6 months ended
June 30, 2021 |
| |
6 months ended
June 30, 2020 |
| ||||||
| | | | | |
£ 000
|
| |
£ 000
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | |
Loss for the period
|
| | | | | | | (22,557) | | | | | | (7,175) | | |
Adjustments to cash flows from non-cash items | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| |
7
|
| | | | 330 | | | | | | 251 | | |
Depreciation on right of use assets
|
| | | | | | | 70 | | | | | | 70 | | |
Finance costs
|
| | | | | | | 37 | | | | | | 59 | | |
Related party finance costs
|
| | | | | | | 483 | | | | | | — | | |
Share based payment transactions
|
| | | | | | | 76 | | | | | | — | | |
Expense recognized on issue of Z shares at below fair value
|
| | | | | | | 16,739 | | | | | | — | | |
| | | | | | | | (4,822) | | | | | | (6,795) | | |
Working capital adjustments | | | | | | | | | | | | | | | | |
(Increase)/decrease in trade and other receivables
|
| | | | | | | (7,654) | | | | | | 619 | | |
Increase/(decrease) in trade and other payables
|
| | | | | | | 2,160 | | | | | | (302) | | |
Cash generated from operations
|
| | | | | | | (10,316) | | | | | | (6,478) | | |
Income taxes paid
|
| | | | | | | (4) | | | | | | — | | |
Net cash flows used in operating activities
|
| | | | | | | (10,320) | | | | | | (6,478) | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | |
Acquisitions of property plant and equipment
|
| | | | | | | (147) | | | | | | (44) | | |
Acquisition of intangible assets
|
| | | | | | | (349) | | | | | | (159) | | |
Net cash flows used in investing activities
|
| | | | | | | (496) | | | | | | (203) | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | |
Proceeds from related party borrowings
|
| |
9
|
| | | | 2,208 | | | | | | — | | |
Proceeds from issue of convertible notes
|
| |
10
|
| | | | 25,000 | | | | | | — | | |
Payments to finance lease creditors
|
| | | | | | | (87) | | | | | | (87) | | |
Movement in net parent investment
|
| | | | | | | — | | | | | | 7,255 | | |
Net cash flows generated from financing activities
|
| | | | | | | 27,121 | | | | | | 7,168 | | |
Net increase in cash and cash equivalents
|
| | | | | | | 16,305 | | | | | | 487 | | |
Cash and cash equivalents at January 1
|
| | | | | | | 839 | | | | | | 1,029 | | |
Cash and cash equivalents at June 30
|
| | | | | | | 17,144 | | | | | | 1,516 | | |
| | |
Note
|
| |
Share
capital |
| |
Share
premium |
| |
Net parent
investment |
| |
Other
reserves |
| |
Accumulated
deficit |
| |
Total
|
| ||||||||||||||||||
| | | | | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| ||||||||||||||||||
At January 1, 2020
|
| | | | | | | — | | | | | | — | | | | | | 4,162 | | | | | | — | | | | | | — | | | | | | 4,162 | | |
Total comprehensive loss
|
| | | | | | | — | | | | | | — | | | | | | (7,175) | | | | | | — | | | | | | — | | | | | | (7,175) | | |
Movement in net parent investment
|
| |
2
|
| | | | — | | | | | | — | | | | | | 7,255 | | | | | | — | | | | | | — | | | | | | 7,255 | | |
At June 30, 2020
|
| | | | | | | — | | | | | | — | | | | | | 4,242 | | | | | | — | | | | | | — | | | | | | 4,242 | | |
| | |
Note
|
| |
Share
capital |
| |
Share
premium |
| |
Net parent
investment |
| |
Other
reserves |
| |
Accumulated
deficit |
| |
Total
|
| ||||||||||||||||||
| | | | | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| ||||||||||||||||||
At January 1, 2021
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,117 | | | | | | (5,055) | | | | | | (938) | | |
Total comprehensive loss
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (22,557) | | | | | | (22,557) | | |
New share capital subscribed
|
| |
8
|
| | | | — | | | | | | 9,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,000 | | |
Share based payment transactions
|
| |
8
|
| | | | — | | | | | | 16,739 | | | | | | — | | | | | | — | | | | | | 76 | | | | | | 16,815 | | |
At June 30, 2021
|
| | | | | | | — | | | | | | 25,739 | | | | | | — | | | | | | 4,117 | | | | | | (27,536) | | | | | | 2,320 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Rendering of engineering consultancy services
|
| | | | 66 | | | | | | 49 | | |
| | |
6 months ended
June 30, 2021 |
| |
6 months ended
June 30, 2020 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Government grants
|
| | | | 8,999 | | | | | | — | | |
R&D tax credit
|
| | | | 687 | | | | | | — | | |
| | | | | 9,686 | | | | | | — | | |
| | |
6 months ended
June 30, 2021 |
| |
6 months ended
June 30, 2020 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Staff costs excluding share based payments
|
| | | | 5,546 | | | | | | 3,580 | | |
Share based payment expenses
|
| | | | 76 | | | | | | — | | |
Software costs
|
| | | | 497 | | | | | | 271 | | |
Depreciation expense
|
| | | | 162 | | | | | | 134 | | |
Depreciation on right of use assets – Property
|
| | | | 70 | | | | | | 70 | | |
Amortization expense
|
| | | | 168 | | | | | | 117 | | |
Consultancy costs
|
| | | | 1,501 | | | | | | 523 | | |
Foreign exchange (losses)/gains
|
| | | | (16) | | | | | | 26 | | |
Expense on short term leases
|
| | | | 30 | | | | | | 36 | | |
Research and development components
|
| | | | 2,478 | | | | | | 1,909 | | |
Related party administrative expenses
|
| | | | 127 | | | | | | 72 | | |
Legal costs
|
| | | | 2,060 | | | | | | 8 | | |
Other administrative expenses
|
| | | | 1,574 | | | | | | 208 | | |
Other research and development costs
|
| | | | 625 | | | | | | 115 | | |
| | | | | 14,898 | | | | | | 7,068 | | |
| | |
June 30,
2021 |
| |
December 31,
2020 |
| ||||||||||||||||||
|
No.
|
| |
£
|
| |
No.
|
| |
£
|
| ||||||||||||||
A ordinary of £0.00001 each
|
| | | | 123,220 | | | | | | 1.23 | | | | | | 100,000 | | | | | | 1.00 | | |
B ordinary of £0.00001 each
|
| | | | 4,832 | | | | | | 0.05 | | | | | | 4,832 | | | | | | 0.05 | | |
Z ordinary of £0.00001 each
|
| | | | 5,804 | | | | | | 0.06 | | | | | | — | | | | | | — | | |
| | | | | 133,856 | | | | | | 1.34 | | | | | | 104,832 | | | | | | 1.05 | | |
| | |
June 10,
2021 |
| |||
Share price at date of grant ($)
|
| | | | 9.93 | | |
Option strike price ($)
|
| | | | 18.00 | | |
Expected volatility (%)
|
| | | | 75.00 | | |
Maximum term to exercise (years)
|
| | | | 3 and 4 | | |
Risk-free interest rate (%)
|
| | | | 0.75 | | |
| | |
2021
|
| |
2020
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
As at January 1
|
| | | | 6,309 | | | | | | — | | |
Amounts advanced
|
| | | | 2,945 | | | | | | — | | |
Interest charge
|
| | | | 483 | | | | | | — | | |
Amounts repaid
|
| | | | (737) | | | | | | — | | |
Conversion to equity
|
| | | | (9,000) | | | | | | — | | |
As at June 30
|
| | | | — | | | | | | — | | |
| | |
Note
|
| |
2020
|
| |
2019
|
| |||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| ||||||
Revenue
|
| | | | 5 | | | | | | 87 | | | | | | 70 | | |
Cost of sales
|
| | | | | | | | | | (44) | | | | | | (66) | | |
Gross profit
|
| | | | | | | | | | 43 | | | | | | 4 | | |
Research and development expenses
|
| | | | 7 | | | | | | (9,971) | | | | | | (5,153) | | |
Administrative expenses
|
| | | | 7 | | | | | | (3,760) | | | | | | (2,554) | | |
Related party administrative expenses
|
| | | | 7 | | | | | | (144) | | | | | | (144) | | |
Other operating income
|
| | | | 6 | | | | | | 2,317 | | | | | | 399 | | |
Operating loss
|
| | | | | | | | | | (11,515) | | | | | | (7,448) | | |
Finance costs
|
| | | | 8 | | | | | | (98) | | | | | | (66) | | |
Related party finance costs
|
| | | | 8 | | | | | | (709) | | | | | | — | | |
Total finance costs
|
| | | | 8 | | | | | | (807) | | | | | | (66) | | |
Loss before tax
|
| | | | | | | | | | (12,322) | | | | | | (7,514) | | |
Income tax (expense)/benefit
|
| | | | 10 | | | | | | (4) | | | | | | 30 | | |
Net loss for the period and total comprehensive loss
|
| | | | | | | | | | (12,326) | | | | | | (7,484) | | |
| | | | | | | | |
£
|
| |
£
|
| ||||||
Basic and diluted loss per share
|
| | | | 9 | | | | | | (123.26) | | | | | | (74.84) | | |
| | |
Note
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| ||||||
Assets | | | | | | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 11 | | | | | | 1,422 | | | | | | 1,545 | | |
Right of use assets
|
| | | | 12 | | | | | | 1,062 | | | | | | 1,202 | | |
Intangible assets
|
| | | | 13 | | | | | | 2,030 | | | | | | 2.060 | | |
| | | | | | | | | | | 4,514 | | | | | | 4,807 | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | 15 | | | | | | 3,532 | | | | | | 1,470 | | |
Cash and cash equivalents
|
| | | | | | | | | | 839 | | | | | | 1,029 | | |
| | | | | | | | | | | 4,371 | | | | | | 2,499 | | |
Total assets
|
| | | | | | | | | | 8,885 | | | | | | 7,306 | | |
Equity | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | 16 | | | | | | — | | | | | | — | | |
Other reserves
|
| | | | 16 | | | | | | 4,117 | | | | | | — | | |
Net parent investment
|
| | | | 2,16 | | | | | | — | | | | | | 4,162 | | |
Accumulated deficit
|
| | | | | | | | | | (5,055) | | | | | | — | | |
Total equity
|
| | | | | | | | | | (938) | | | | | | 4,162 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | |
Long term lease liabilities
|
| | | | 18 | | | | | | 846 | | | | | | 947 | | |
Provisions
|
| | | | 19 | | | | | | 88 | | | | | | 83 | | |
Trade and other payables
|
| | | | 20 | | | | | | — | | | | | | 524 | | |
| | | | | | | | | | | 934 | | | | | | 1,554 | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Current lease liabilities
|
| | | | 18 | | | | | | 175 | | | | | | 219 | | |
Trade and other payables
|
| | | | 20 | | | | | | 2,401 | | | | | | 1,371 | | |
Loans from related parties
|
| | | | 17 | | | | | | 6,309 | | | | | | — | | |
Income tax liability
|
| | | | 10 | | | | | | 4 | | | | | | — | | |
| | | | | | | | | | | 8,889 | | | | | | 1,590 | | |
Total liabilities
|
| | | | | | | | | | 9,823 | | | | | | 3,144 | | |
Total equity and liabilities
|
| | | | | | | | | | 8,885 | | | | | | 7,306 | | |
| | |
Note
|
| |
2020
|
| |
2019
|
| |||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net loss for the period
|
| | | | | | | | | | (12,326) | | | | | | (7,484) | | |
Adjustments to cash flows from non-cash items | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 11,13 | | | | | | 542 | | | | | | 159 | | |
Depreciation on right of use assets
|
| | | | 12 | | | | | | 140 | | | | | | 171 | | |
Finance costs
|
| | | | 8 | | | | | | 98 | | | | | | 66 | | |
Related party finance costs
|
| | | | 8 | | | | | | 709 | | | | | | — | | |
Share based payment transactions
|
| | | | 22 | | | | | | 96 | | | | | | — | | |
Income tax expense/(benefit)
|
| | | | 10 | | | | | | 4 | | | | | | (30) | | |
| | | | | | | | | | | (10,737) | | | | | | (7,118) | | |
Working capital adjustments | | | | | | | | | | | | | | | | | | | |
Increase in trade and other receivables
|
| | | | 15 | | | | | | (2,062) | | | | | | (848) | | |
Increase in trade and other payables
|
| | | | 20 | | | | | | 787 | | | | | | 683 | | |
Net cash flows used in operating activities
|
| | | | | | | | | | (12,012) | | | | | | (7,283) | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiaries, net of cash acquired
|
| | | | | | | | | | — | | | | | | (731) | | |
Acquisitions of property plant and equipment
|
| | | | 11 | | | | | | (155) | | | | | | (1,527) | | |
Acquisition of intangible assets
|
| | | | 13 | | | | | | (233) | | | | | | (575) | | |
Deferred consideration payments
|
| | | | | | | | | | (300) | | | | | | — | | |
Net cash flows used in investing activities
|
| | | | | | | | | | (688) | | | | | | (2,833) | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Proceeds from related party borrowings
|
| | | | 17 | | | | | | 5,600 | | | | | | — | | |
Payments to finance lease creditors
|
| | | | 18 | | | | | | (220) | | | | | | (130) | | |
Movement in net parent investment
|
| | | | | | | | | | 7,130 | | | | | | 11,003 | | |
Net cash flows generated from financing activities
|
| | | | | | | | | | 12,510 | | | | | | 10,873 | | |
Net (decrease)/increase in cash and cash equivalents
|
| | | | | | | | | | (190) | | | | | | 757 | | |
Cash and cash equivalents at January 1
|
| | | | | | | | | | 1,029 | | | | | | 272 | | |
Cash and cash equivalents at December 31
|
| | | | | | | | | | 839 | | | | | | 1,029 | | |
| | |
Note
|
| |
Share
capital |
| |
Other
reserves |
| |
Net parent
investment |
| |
Accumulated
deficit |
| |
Total
|
| ||||||||||||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |||||||||||||||
At January 1, 2019
|
| | | | | | | | | | — | | | | | | — | | | | | | 643 | | | | | | — | | | | | | 643 | | |
Total comprehensive loss
|
| | | | | | | | | | — | | | | | | — | | | | | | (7,484) | | | | | | — | | | | | | (7,484) | | |
Movement in net parent investment
|
| | | | 2 | | | | | | — | | | | | | — | | | | | | 11,003 | | | | | | — | | | | | | 11,003 | | |
At December 31, 2019
|
| | | | | | | | | | — | | | | | | — | | | | | | 4,162 | | | | | | — | | | | | | 4,162 | | |
| | |
Note
|
| |
Share
capital |
| |
Other
reserves |
| |
Net parent
investment |
| |
Accumulated
deficit |
| |
Total
|
| ||||||||||||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |||||||||||||||
At January 1, 2020
|
| | | | | | | | | | — | | | | | | — | | | | | | 4,162 | | | | | | — | | | | | | 4,162 | | |
Total comprehensive loss
|
| | | | | | | | | | — | | | | | | — | | | | | | (7,175) | | | | | | (5,151) | | | | | | (12,326) | | |
Share based payment transactions
|
| | | | 22 | | | | | | — | | | | | | — | | | | | | — | | | | | | 96 | | | | | | 96 | | |
Movement in net parent investment
|
| | | | | | | | | | — | | | | | | — | | | | | | 7,130 | | | | | | — | | | | | | 7,130 | | |
Transfer to Other reserves
|
| | | | | | | | | | — | | | | | | 4,117 | | | | | | (4,117) | | | | | | — | | | | | | — | | |
At December 31, 2020
|
| | | | | | | | | | — | | | | | | 4,117 | | | | | | — | | | | | | (5,055) | | | | | | (938) | | |
Name of subsidiary
|
| |
Principal activity
|
| |
Registered office
|
| |
Proportion of
ownership interest and voting rights held 2020 |
| |
2019
|
|
Vertical Advanced
Engineering Ltd |
| |
Sale of engineering
consultancy services |
| |
140-142 Kensington Church
Street, London, W8 4BN UK |
| | 100% | | | 100% | |
Asset class
|
| |
Depreciation method and rate
|
|
Leasehold property
|
| |
Straight line over term of lease
|
|
Asset class
|
| |
Depreciation method and rate
|
|
Computer equipment
|
| | 3 years straight line | |
Leasehold improvements
|
| | 5 – 9 years straight line | |
Asset class
|
| |
Amortization method and rate
|
|
IT software
|
| | 3 years straight line | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Rendering of engineering consultancy services
|
| | | | 87 | | | | | | 70 | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Government grants
|
| | | | 1,989 | | | | | | — | | |
R&D tax credit
|
| | | | 328 | | | | | | 399 | | |
| | | | | 2,317 | | | | | | 399 | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Staff costs excluding share based payment expenses
|
| | | | 8,445 | | | | | | 3,642 | | |
Share based payment expenses
|
| | | | 96 | | | | | | — | | |
Software costs
|
| | | | 579 | | | | | | 191 | | |
Depreciation expense
|
| | | | 279 | | | | | | 89 | | |
Depreciation on right of use assets – Property
|
| | | | 140 | | | | | | 171 | | |
Amortisation expense
|
| | | | 263 | | | | | | 70 | | |
Consultancy costs
|
| | | | 745 | | | | | | 518 | | |
Foreign exchange gains/(losses)
|
| | | | 26 | | | | | | (6) | | |
Expense on short term leases
|
| | | | 64 | | | | | | 8 | | |
Research and development components
|
| | | | 2,095 | | | | | | 1,933 | | |
Related party administrative expenses
|
| | | | 144 | | | | | | 144 | | |
Other administrative expenses
|
| | | | 539 | | | | | | 929 | | |
Other research and development costs
|
| | | | 460 | | | | | | 163 | | |
Total administrative and research and development expenses
|
| | | | 13,875 | | | | | | 7,851 | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Finance costs | | | | | | | | | | | | | |
Interest on loans from related parties
|
| | | | (709) | | | | | | — | | |
Discount unwind on deferred consideration
|
| | | | (19) | | | | | | (14) | | |
Interest expense on leases-Property
|
| | | | (74) | | | | | | (46) | | |
Other finance costs
|
| | | | (5) | | | | | | (6) | | |
Total finance costs
|
| | | | (807) | | | | | | (66) | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Net loss for the period
|
| | | | (12,326) | | | | | | (7,484) | | |
| | |
2020
No. of shares |
| |
2019
No. of shares |
| ||||||
Weighted average issued shares
|
| | | | 100,000 | | | | | | 100,000 | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£
|
| |
£
|
| ||||||
Basic and diluted loss per share
|
| | | | (123.26) | | | | | | (74.84) | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Current taxation | | | | | | | | | | | | | |
UK corporation tax
|
| | | | (4) | | | | | | 30 | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Loss before tax
|
| | | | (12,322) | | | | | | (7,514) | | |
Corporation tax benefit at standard rate
|
| | | | 2,341 | | | | | | 1,428 | | |
Decrease in tax benefit from effect of expenses not deductible in determining taxable profit (tax loss)
|
| | | | (135) | | | | | | — | | |
Decrease in tax benefit from tax losses for which no deferred tax asset was recognised
|
| | | | (841) | | | | | | — | | |
Decrease in tax benefit arising from group relief tax reconciliation (pre Reorganization)
|
| | | | (1,369) | | | | | | (1,428) | | |
Deferred tax credit from unrecognised temporary difference from a prior period
|
| | | | — | | | | | | 30 | | |
Total tax (expense)/benefit
|
| | | | (4) | | | | | | 30 | | |
| | |
Note
|
| |
Leasehold
improvements |
| |
Office equipment
|
| |
Total
|
| ||||||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |||||||||
Cost or valuation | | | | | | | | | | | | | | | | | | | | | |||||
At January 1, 2019
|
| | | | | | | | | | 25 | | | | | | 53 | | | | | | 78 | | |
Additions
|
| | | | | | | | | | 1,311 | | | | | | 216 | | | | | | 1,527 | | |
Acquired through business combinations
|
| | | | 14 | | | | | | 14 | | | | | | 35 | | | | | | 49 | | |
December 31, 2019
|
| | | | | | | | | | 1,350 | | | | | | 304 | | | | | | 1,654 | | |
Additions
|
| | | | | | | | | | 18 | | | | | | 137 | | | | | | 155 | | |
December 31, 2020
|
| | | | | | | | | | 1,368 | | | | | | 441 | | | | | | 1,809 | | |
Depreciation | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019
|
| | | | | | | | | | 1 | | | | | | 18 | | | | | | 19 | | |
Charge for year
|
| | | | | | | | | | 31 | | | | | | 58 | | | | | | 89 | | |
At December 31, 2019
|
| | | | | | | | | | 32 | | | | | | 76 | | | | | | 108 | | |
Charge for the year
|
| | | | | | | | | | 174 | | | | | | 105 | | | | | | 279 | | |
At December 31, 2020
|
| | | | | | | | | | 206 | | | | | | 181 | | | | | | 387 | | |
Net book value | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2020
|
| | | | | | | | | | 1,162 | | | | | | 260 | | | | | | 1,422 | | |
At December 31, 2019
|
| | | | | | | | | | 1,318 | | | | | | 227 | | | | | | 1,545 | | |
At January 1, 2019
|
| | | | | | | | | | 24 | | | | | | 35 | | | | | | 59 | | |
| | |
Property
|
| |||
| | |
£ 000
|
| |||
Cost or valuation | | | | | | | |
At January 1, 2019
|
| | | | 867 | | |
Additions
|
| | | | 578 | | |
At December 31, 2019
|
| | | | 1,445 | | |
At December 31, 2020
|
| | | | 1,445 | | |
Depreciation | | | | | | | |
At January 1, 2019
|
| | | | 72 | | |
Charge for year
|
| | | | 171 | | |
At December 31, 2019
|
| | | | 243 | | |
Charge for the year
|
| | | | 140 | | |
At December 31, 2020
|
| | | | 383 | | |
Net book value | | | | | | | |
At December 31, 2020
|
| | | | 1,062 | | |
At December 31, 2019
|
| | | | 1,202 | | |
As at January 1, 2019
|
| | | | 795 | | |
| | |
Note
|
| |
Goodwill
|
| |
IT software
|
| |
Total
|
| ||||||||||||
| | | | | | | | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |||||||||
Cost or valuation | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019
|
| | | | | | | | | | — | | | | | | 56 | | | | | | 56 | | |
Additions
|
| | | | | | | | | | — | | | | | | 575 | | | | | | 575 | | |
Acquired through business combinations
|
| | | | 14 | | | | | | 1,473 | | | | | | 51 | | | | | | 1,524 | | |
At December 31, 2019
|
| | | | | | | | | | 1,473 | | | | | | 682 | | | | | | 2,155 | | |
Additions
|
| | | | | | | | | | — | | | | | | 233 | | | | | | 233 | | |
At December 31, 2020
|
| | | | | | | | | | 1,473 | | | | | | 915 | | | | | | 2,388 | | |
Amortisation | | | | | | | | | | | | | | | | | | | | | | | | | |
At January 1, 2019
|
| | | | | | | | | | — | | | | | | 25 | | | | | | 25 | | |
Amortisation charge
|
| | | | | | | | | | — | | | | | | 70 | | | | | | 70 | | |
At December 31, 2019
|
| | | | | | | | | | — | | | | | | 95 | | | | | | 95 | | |
Amortisation charge
|
| | | | | | | | | | — | | | | | | 263 | | | | | | 263 | | |
At December 31, 2020
|
| | | | | | | | | | — | | | | | | 358 | | | | | | 358 | | |
Net book value | | | | | | | | | | | | | | | | | | | | | | | | | |
At December 31, 2020
|
| | | | | | | | | | 1,473 | | | | | | 557 | | | | | | 2,030 | | |
At December 31, 2019
|
| | | | | | | | | | 1,473 | | | | | | 587 | | | | | | 2,060 | | |
At January 1, 2019
|
| | | | | | | | | | — | | | | | | 31 | | | | | | 31 | | |
| | |
December 31,
2019 |
| |||
| | |
£ 000
|
| |||
Assets and liabilities acquired | | | | | | | |
Financial assets
|
| | | | 352 | | |
Property, plant and equipment
|
| | | | 49 | | |
Identifiable intangible assets
|
| | | | 51 | | |
Financial liabilities
|
| | | | (96) | | |
Total identifiable net assets
|
| | | | 356 | | |
Goodwill
|
| | | | 1,473 | | |
Total consideration
|
| | | | 1,829 | | |
Satisfied by: | | | | | | | |
Cash
|
| | | | 1,009 | | |
Fair value of deferred consideration
|
| | | | 820 | | |
Total consideration transferred
|
| | | | 1,829 | | |
Cash flow analysis: | | | | | | | |
Cash consideration
|
| | | | 1,009 | | |
Less: cash and cash equivalent balances acquired
|
| | | | (278) | | |
Net cash outflow arising on acquisition
|
| | | | 731 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Trade receivables
|
| | | | — | | | | | | 41 | | |
Government grants receivable
|
| | | | 1,989 | | | | | | — | | |
Prepayments
|
| | | | 733 | | | | | | 334 | | |
Other receivables
|
| | | | 810 | | | | | | 1,095 | | |
| | | | | 3,532 | | | | | | 1,470 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||
| | |
No.
|
| |
£
|
| |
No.
|
| |
£
|
| ||||||||||||
A ordinary of £0.00001 each
|
| | | | 100,000 | | | | | | 1.00 | | | | | | 100,000 | | | | | | 1.00 | | |
B ordinary of £0.00001 each
|
| | | | 4,832 | | | | | | 0.05 | | | | | | 4,832 | | | | | | 0.05 | | |
| | | | | 104,832 | | | | | | 1.05 | | | | | | 104,832 | | | | | | 1.05 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Current loans and borrowings | | | | | | | | | | | | | |
Loans from related parties
|
| | | | 6,309 | | | | | | — | | |
| | |
2020
|
| |
2019
|
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
As at January 1
|
| | | | — | | | | | | — | | |
Amounts advanced
|
| | | | 5,600 | | | | | | — | | |
Interest charged
|
| | | | 709 | | | | | | — | | |
As at December 31
|
| | | | 6,309 | | | | | | — | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Long term lease liabilities
|
| | | | 846 | | | | | | 947 | | |
Current lease liabilities
|
| | | | 175 | | | | | | 219 | | |
| | | | | 1,021 | | | | | | 1,166 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Less than one year
|
| | | | 175 | | | | | | 219 | | |
Within 2 – 5 years
|
| | | | 700 | | | | | | 700 | | |
More than 5 years
|
| | | | 397 | | | | | | 572 | | |
Total lease liabilities (undiscounted)
|
| | | | 1,272 | | | | | | 1,491 | | |
Payment
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Right of use assets
|
| | | | 220 | | | | | | 130 | | |
Low value leases
|
| | | | — | | | | | | 2 | | |
Short term leases
|
| | | | 64 | | | | | | 8 | | |
Total cash outflow
|
| | | | 284 | | | | | | 140 | | |
| | |
£000
|
| |||
As at January 1, 2019
|
| | | | 673 | | |
Additions due to changes in estimates
|
| | | | 577 | | |
Interest element of payments to finance lease creditors
|
| | | | (46) | | |
Principal element of payments to finance lease creditors
|
| | | | (84) | | |
Interest expense on leases
|
| | | | 46 | | |
As at December 31, 2019
|
| | | | 1,166 | | |
Interest element of payments to finance lease creditors
|
| | | | (74) | | |
Principal element of payments to finance lease creditors
|
| | | | (145) | | |
Interest expense on leases
|
| | | | 74 | | |
As at December 31, 2020
|
| | | | 1,021 | | |
| | |
Dilapidation
Provision |
| |||
| | |
£ 000
|
| |||
As at January 1, 2019
|
| | | | 77 | | |
Unwinding of discount
|
| | | | 6 | | |
As at December 31, 2019
|
| | | | 83 | | |
Unwinding of discount
|
| | | | 5 | | |
As at December 31, 2020
|
| | | | 88 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Trade payables
|
| | | | 846 | | | | | | 703 | | |
Accrued expenses
|
| | | | 1,226 | | | | | | 356 | | |
Amounts due to related parties
|
| | | | 56 | | | | | | 4 | | |
Social security and other taxes
|
| | | | 203 | | | | | | — | | |
Outstanding defined contribution pension costs
|
| | | | 70 | | | | | | — | | |
Other payables
|
| | | | — | | | | | | 8 | | |
Deferred consideration payable
|
| | | | — | | | | | | 300 | | |
| | | | | 2,401 | | | | | | 1,371 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Deferred consideration payable
|
| | | | — | | | | | | 524 | | |
| | |
December 31,
2020 |
| |||
| | |
Number
|
| |||
Outstanding, start of period
|
| | | | — | | |
Granted during the period
|
| | | | 16,817 | | |
Outstanding, end of period
|
| | | | 16,817 | | |
| | |
December 31,
2020 |
| |||
| | |
£ 000
|
| |||
Outstanding, start of period
|
| | | | — | | |
Granted during the period
|
| | | | 143.28 | | |
Outstanding, end of period
|
| | | | 143.28 | | |
| | |
31 December
2020 |
| |||
Weighted average exercise price (£)
|
| | | | 143.28 | | |
Number of share options outstanding
|
| | | | 16,817 | | |
Expected weighted average remaining vesting period (years)
|
| | | | 1.13 | | |
| | |
December 31,
2020 |
| |||
Share price at date of grant (£)
|
| | | | 40.36 | | |
Expected volatility (%)
|
| | | | 50.00 | | |
Vesting period in years
|
| | | | 1.13 | | |
Option life in years
|
| | | | 4.00 | | |
Risk-free interest rate (%)
|
| | | | (0.13) | | |
| | |
Carrying value
|
| |
Fair value
|
| ||||||||||||||||||
| | |
December 31,
2020 |
| |
December 31,
2019 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||
| | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| ||||||||||||
Cash and cash equivalents
|
| | | | 839 | | | | | | 1,029 | | | | | | 839 | | | | | | 1,029 | | |
Trade and other receivables
|
| | | | 2,799 | | | | | | 1,316 | | | | | | 2,799 | | | | | | 1,316 | | |
| | | | | 3,638 | | | | | | 2,165 | | | | | | 3,638 | | | | | | 2,165 | | |
| | |
Carrying Value
|
| |
Fair Value
|
| ||||||||||||||||||
| | |
December 31,
2020 |
| |
December 31,
2019 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||
| | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| ||||||||||||
Trade and other payables
|
| | | | 2,128 | | | | | | 1,895 | | | | | | 2,128 | | | | | | 1,895 | | |
Borrowings
|
| | | | 6,309 | | | | | | — | | | | | | 6,309 | | | | | | — | | |
Lease liabilities
|
| | | | 1,021 | | | | | | 1,166 | | | | | | 1,021 | | | | | | 1,166 | | |
| | | | | 9,458 | | | | | | 3,061 | | | | | | 9,458 | | | | | | 3,061 | | |
| | |
Maturity analysis
|
| |
Between 2 and 5
years |
| |
After more than
5 years |
| |
Total
|
| ||||||||||||
2020
|
| |
Within 1 year
|
| |||||||||||||||||||||
| | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| ||||||||||||
Trade and other payables
|
| | | | 2,401 | | | | | | — | | | | | | — | | | | | | 2,401 | | |
Lease liabilities
|
| | | | 175 | | | | | | 700 | | | | | | 397 | | | | | | 1,272 | | |
Other borrowings
|
| | | | 6,309 | | | | | | — | | | | | | — | | | | | | 6,309 | | |
| | | | | 8,885 | | | | | | 700 | | | | | | 397 | | | | | | 9,982 | | |
2019
|
| |
Within 1 year
|
| |
Between 2 and 5
years |
| |
After more than
5 years |
| |
Total
|
| ||||||||||||
| | |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| |
£ 000
|
| ||||||||||||
Trade and other payables
|
| | | | 1,371 | | | | | | 524 | | | | | | — | | | | | | 1,895 | | |
Lease liabilities
|
| | | | 219 | | | | | | 700 | | | | | | 572 | | | | | | 1,491 | | |
| | | | | 1,590 | | | | | | 1,224 | | | | | | 572 | | | | | | 3,386 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
£ 000
|
| |
£ 000
|
| ||||||
Salaries and other short term employee benefits
|
| | | | 374 | | | | | | 181 | | |
Payments to defined contribution pension schemes
|
| | | | 39 | | | | | | 24 | | |
Share-based payments
|
| | | | 92 | | | | | | — | | |
| | | | | 504 | | | | | | 205 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
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
|
| | | | 2,762,980 | | | | | | 219 | | |
Total current liabilities
|
| | | | 2,843,254 | | | | | | 155,902 | | |
Warrant liabilities
|
| | | | 25,240,908 | | | | | | 26,175,756 | | |
Deferred underwriting commissions
|
| | | | 10,685,605 | | | | | | 10,685,605 | | |
Total liabilities
|
| | | | 38,769,767 | | | | | | 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’ deficit | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; zero issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;
zero non-redeemable 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 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (37,938,693) | | | | | | (35,216,823) | | |
Total shareholders’ deficit
|
| | | | (37,937,930) | | | | | | (35,216,060) | | |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption
and Shareholders’ Deficit |
| | | $ | 306,134,847 | | | | | $ | 307,104,213 | | |
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020(1)
|
| ||||||||||||
General and administrative expenses
|
| | | $ | 620,994 | | | | | $ | 732,832 | | | | | $ | 3,675,107 | | | | | $ | 743,564 | | |
Loss from operations
|
| | | | (620,994) | | | | | | (732,832) | | | | | | (3,675,107) | | | | | | (743,564) | | |
Other income (expense) | | | | | | ||||||||||||||||||||
Income earned on investments in Trust Account
|
| | | | 4,611 | | | | | | 2,200 | | | | | | 21,043 | | | | | | 2,200 | | |
Change in fair value of warrant liabilities
|
| | | | 2,812,651 | | | | | | 76,000 | | | | | | 934,848 | | | | | | 76,000 | | |
Foreign exchange gain/(loss)
|
| | | | — | | | | | | — | | | | | | (2,654) | | | | | | — | | |
Total other income (expense), net
|
| | | | 2,817,262 | | | | | | 78,200 | | | | | | 953,237 | | | | | | 78,200 | | |
Net loss
|
| | | $ | 2,196,268 | | | | | $ | (654,632) | | | | | $ | (2,721,870) | | | | | $ | (665,364) | | |
Weighted average ordinary shares outstanding, basic and diluted – Class A
|
| | | | 30,530,301 | | | | | | 5,309,618 | | | | | | 30,530,301 | | | | | | 3,404,255 | | |
Basic and diluted net income per ordinary share – Class A
|
| | | $ | 0.06 | | | | | $ | (0.05) | | | | | $ | (0.07) | | | | | $ | (0.06) | | |
Weighted average ordinary shares outstanding, basic and diluted – Class B
|
| | | | 7,632,575 | | | | | | 8,625,000 | | | | | | 7,632,575 | | | | | | 8,255,357 | | |
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | 0.06 | | | | | $ | (0.05) | | | | | $ | (0.07) | | | | | $ | (0.06) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A(1)
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – December 31, 2020
|
| | | | — | | | | | $ | — | | | | | | 7,632,575 | | | | | $ | 763 | | | | | $ | — | | | | | $ | (35,216,823) | | | | | $ | (35,216,060) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,810,764 | | | | | | 9,810,764 | | |
Balance – March 31, 2021 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 7,632,575 | | | | | $ | 763 | | | | | $ | — | | | | | $ | (25,406,059) | | | | | $ | (25,405,296) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,728,902) | | | | | | (14,728,902) | | |
Balance – June 30, 2021 (unaudited)
|
| | | | — | | | | | | — | | | | | | 7,632,575 | | | | | $ | 763 | | | | | $ | — | | | | | $ | (40,134,961) | | | | | $ | (40,134,198) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,196,268 | | | | | | 2,196,268 | | |
Balance – September 30, 2021 (unaudited)
|
| | |
|
—
|
| | | |
$
|
—
|
| | | | | 7,632,575 | | | | | $ | 763 | | | | |
$
|
—
|
| | | | $ | (37,938,693) | | | | | $ | (37,937,930) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A(1)
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – May 13, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to
Sponsor |
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,732) | | | | | | (10,732) | | |
Balance – June 30, 2020 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (10,732) | | | | | $ | 14,268 | | |
Excess fair value of private placement
warrants |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,654,167 | | | | | | — | | | | | | 1,654,167 | | |
Accretion of Class A ordinary shares
to redemption amount |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,678,304) | | | | | | (26,264,790) | | | | | | (27,943,094) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (654,632) | | | | | | (654,632) | | |
Balance – September 30, 2020 (unaudited)
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | | | | | $ | (26,930,154) | | | | | $ | (26,929,291) | | |
| | |
Nine Months Ended
September 30, 2021 |
| |
For the Period
from May 13, 2020 (inception) through September 30, 2020 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,721,870) | | | | | $ | (665,364) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | |||||
General and administrative expenses paid by related parties
|
| | | | — | | | | | | 12,232 | | |
Income earned on investments in Trust Account
|
| | | | (21,043) | | | | | | (2,200) | | |
Change in fair value of warrant liabilities
|
| | | | (934,848) | | | | | | (76,000) | | |
Transactions allocated to warrant liabilities
|
| | | | — | | | | | | 677,570 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 92,488 | | | | | | (225,767) | | |
Accounts payable
|
| | | | (75,409) | | | | | | 16,194 | | |
Accrued expenses
|
| | | | 2,762,761 | | | | | | 2.300 | | |
Net cash used in operating activities
|
| | | | (897,961) | | | | | | (261,035) | | |
Cash Flows from Investing Activities: | | | | ||||||||||
Cash deposited in Trust Account
|
| | | | — | | | | | | (300,000,000) | | |
Net cash used in investing activities
|
| | | | — | | | | | | (300,000,000) | | |
Cash Flows from Financing Activities: | | | | ||||||||||
Repayment of note payable to related parties
|
| | | | — | | | | | | (132,713) | | |
Proceeds received from initial public offering, gross
|
| | | | — | | | | | | 300,000,000 | | |
Proceeds received from private placement
|
| | | | — | | | | | | 8,000,000 | | |
Offering costs paid
|
| | | | — | | | | | | (5,923,016) | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 301,994,271 | | |
Net change in cash
|
| | | | (897,961) | | | | | | 1,683,236 | | |
Cash – beginning of the period
|
| | |
|
1,605,045
|
| | | |
|
—
|
| |
Cash – ending of the period
|
| | | $ | 707,084 | | | | | | 1,683,236 | | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | | | |
Deferred underwriting commissions
|
| | | | | | | | | $ | 10,500,000 | | |
Initial measurement of warrants issued in connection with initial public offering and private placement accounted for as liabilities
|
| | | | | | | | | $ | 18,323,000 | | |
Offering costs paid in exchange for issuance of Class B ordinary shares
to sponsor |
| | | | | | | | | $ | 25,000 | | |
Offering costs included in accrued expenses
|
| | | | | | | | | $ | 75,000 | | |
Offering costs included in note payable
|
| | | | | | | | | $ | 120,481 | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Balance Sheet as of March 31, 2021 | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 274,897,708 | | | | | $ | 30,405,302 | | | | | $ | 305,303,010 | | |
Class A ordinary shares
|
| | | | 304 | | | | | | (304) | | | | | | — | | |
Additional paid-in capital
|
| | | | 3,954,702 | | | | | | (3,954,702) | | | | | | — | | |
Retained earnings (accumulated deficit)
|
| | | | 1,044,237 | | | | | | (26,450,296) | | | | | | (25,406,059) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,006 | | | | | $ | (30,405,302) | | | | | $ | (25,405,296) | | |
Balance Sheet as of June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 260,168,806 | | | | | $ | 45,134,204 | | | | | $ | 305,303,010 | | |
Class A ordinary shares
|
| | | | 451 | | | | | | (451) | | | | | | — | | |
Additional paid-in capital
|
| | | | 18,683,457 | | | | | | (18,683,457) | | | | | | — | | |
Accumulated deficit
|
| | | | (13,684,665) | | | | | | (26,450,296) | | | | | | (40,134,961) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,006 | | | | | $ | (45,134,204) | | | | | $ | (40,134,198) | | |
Balance Sheet as of September 30, 2021 | | | | | | | | | | | | | | | | | | | |
Accrual expenses
|
| | | $ | 5,097,232 | | | | | $ | (2,334,252) | | | | | $ | 2,762,980 | | |
Total current liabilities
|
| | | | 5,177,506 | | | | | | (2,334,252) | | | | | | 2,843,254 | | |
Total liabilities
|
| | | | 41,104,019 | | | | | | (2,334,252) | | | | | | 38,769,767 | | |
Accumulated deficit
|
| | | | (40,272,945) | | | | | | 2,334,252 | | | | | | (37,938,693) | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Total shareholders’ deficit
|
| | | $ | (40,272,182) | | | | | $ | 2,334,252 | | | | | $ | (37,937,930) | | |
Statement of Operations for the three months ending September 30, 2021
|
| | | | | | | | | | | | | | | | | | |
General and administrative expenses
|
| | | $ | 2,955,246 | | | | | $ | (2,334,252) | | | | | $ | 620,994 | | |
Loss from operations
|
| | | | (2,955,246) | | | | | | 2,334,252 | | | | | | (620,994) | | |
Net income (loss)
|
| | | | (137,984) | | | | | | 2,334,252 | | | | | | 2,196,268 | | |
Basic and diluted net income per ordinary share, Class A
|
| | | | 0.00 | | | | | | 0.06 | | | | | | 0.06 | | |
Basic and diluted net income per ordinary share, Class B
|
| | | $ | 0.00 | | | | | $ | 0.06 | | | | | $ | 0.06 | | |
Statement of Operations for the nine months ending September 30, 2021
|
| | | | | | | | | | | | | | | | | | |
General and administrative expenses
|
| | | $ | 6,009,359 | | | | | $ | (2,334,252) | | | | | $ | 3,675,107 | | |
Loss from operations
|
| | | | (6,009,359) | | | | | | 2,334,252 | | | | | | (3,675,107) | | |
Net loss
|
| | | | (5,056,122) | | | | | | 2,334,252 | | | | | | (2,721,870) | | |
Basic and diluted net loss per ordinary share, Class A
|
| | | | (0.13) | | | | | | 0.06 | | | | | | (0.07) | | |
Basic and diluted net loss per ordinary share, Class B
|
| | | $ | (0.13) | | | | | $ | 0.06 | | | | | $ | (0.07) | | |
Statement of Cash Flows for the three months ended March 31, 2021
|
| | | | | | | | | | | | | | | | | | |
Supplemental disclosure of non-cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | |
Change in value of Class A ordinary shares subject to redemption
|
| | | $ | 9,810,764 | | | | | $ | (9,810,764) | | | | | $ | — | | |
Statement of Cash Flows for the six months ended June 30, 2021
|
| | | | | | | | | | | | | | | | | | |
Supplemental disclosure of non-cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | |
Change in value of Class A ordinary shares subject to redemption
|
| | | $ | (4,897,138) | | | | | $ | 4,897,138 | | | | | $ | — | | |
Statement of Cash Flows for the nine months ended September 30, 2021
|
| | | | | | | | | | | | | | | | | | |
Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (5,056,122) | | | | | $ | 2,334,252 | | | | | $ | (2,721,870) | | |
Changes in operating assets and liabilities
|
| | | | | | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 5,097,013 | | | | | $ | (2,334,252) | | | | | $ | 2,762,761 | | |
| | |
For the three months
ended September 30, 2021 |
| |
For the nine months ended
September 30, 2021 |
| ||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | 1,757,014 | | | | | $ | 439,254 | | | | | $ | (2,177,496) | | | | | $ | (544,374) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 30,530,301 | | | | | | 7,632,575 | | | | | | 30,530,301 | | | | | | 7,632,575 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | 0.06 | | | | | $ | 0.06 | | | | | $ | (0.07) | | | | | $ | (0.07) | | |
| | |
For the three months
ended September 30, 2020 |
| |
For the period
from May 13, 2020 (inception) through September 30, 2020 |
| ||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (246,740) | | | | | $ | (407,892) | | | | | $ | (194,223) | | | | | $ | (471,141) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 5,217,391 | | | | | | 8,625,000 | | | | | | 3,404,255 | | | | | | 8,255,357 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.05) | | | | | $ | (0.05) | | | | | $ | (0.06) | | | | | $ | (0.06) | | |
Description
|
| |
Level
|
| |
September 30,
2021 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in the Trust Account(1)
|
| | | | 1 | | | | | $ | 305,332,346 | | |
Liabilities: | | | | | | | | | | | | | |
Private Placement Warrants(2)
|
| | | | 2 | | | | | | 8,754,545 | | |
Public Warrants(2)
|
| | | | 1 | | | | | | 16,486,363 | | |
Description
|
| |
Level
|
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in the Trust Account(1)
|
| | | | 1 | | | | | $ | 305,311,303 | | |
Liabilities: | | | | | | | | | | | | | |
Private Placement Warrants(2)
|
| | | | 2 | | | | | | 9,078,787 | | |
Public Warrants(2)
|
| | | | 1 | | | | | | 17,096,969 | | |
| | |
Private
Placement Warrants |
| |
Public
Warrants |
| |
Warrant
Liabilities(2) |
| |||||||||
Fair value as of December 31, 2020
|
| | | $ | 9,078,787 | | | | | $ | 17,096,969 | | | | | $ | 26,175,756 | | |
Change in valuation inputs or other assumptions(1)
|
| | | | (324,242) | | | | | | (610,606) | | | | | | (934,848) | | |
Fair value as of September 30, 2021
|
| | | $ | 8,754,545 | | | | | $ | 16,486,363 | | | | | $ | 25,240,908 | | |
| Assets | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 1,605,045 | | |
|
Prepaid expenses
|
| | | | 187,865 | | |
|
Total current assets
|
| | | | 1,792,910 | | |
|
Investment held in Trust Account
|
| | | | 305,311,303 | | |
|
Total Assets
|
| | | $ | 307,104,213 | | |
| Liabilities and Shareholders’ Equity | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 155,683 | | |
|
Accrued expenses
|
| | | | 219 | | |
|
Total current liabilities
|
| | | | 155,902 | | |
|
Warrant liability
|
| | | | 26,175,756 | | |
|
Deferred underwriting commissions
|
| | | | 10,685,605 | | |
|
Total liabilities
|
| | | | 37,017,263 | | |
| Commitments and Contingencies | | | | | | | |
|
Class A ordinary shares; 30,530,301 shares subject to possible redemption at redemption value
|
| | | | 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
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,632,575 shares issued and outstanding
|
| | | | 763 | | |
|
Additional paid-in capital
|
| | | | — | | |
|
Accumulated deficit
|
| | | | (35,216,823) | | |
|
Total shareholders’ deficit
|
| | | | (35,216,060) | | |
|
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’
Deficit |
| | | $ | 307,104,213 | | |
|
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
|
| | | | 14,320,851 | | |
|
Basic and diluted net income per ordinary share – Class A
|
| | | $ | (0.39) | | |
|
Weighted average ordinary shares outstanding, basic and diluted – Class B
|
| | | | 8,113,263 | | |
|
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | (0.39) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||||||||||||||
|
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||
Balance – May 13, 2020 (inception)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
|
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Excess of cash received over fair value of
private placement warrants |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,654,167 | | | | | | — | | | | | | 1,654,167 | | |
Forfeited Class B ordinary shares
|
| | | | — | | | | | | — | | | | | | (992,425) | | | | | | (100) | | | | | | — | | | | | | — | | | | | | (100) | | |
Accretion of Class A ordinary shares to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,678,304) | | | | | | (26,450,296) | | | | | | (28,128,600) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,766,527) | | | | | | (8,766,527) | | |
Balance – December 31, 2020
|
| | |
|
—
|
| | | |
$
|
—
|
| | | | | 7,632,575 | | | | | $ | 763 | | | | | $ | — | | | | | $ | (35,216,823) | | | | | $ | (35,216,060) | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (8,766,527) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Income earned on investments in Trust Account
|
| | | | (8,293) | | |
|
General and administrative expenses funded with note payable to related party
|
| | | | 12,232 | | |
|
Change in fair value of warrant liabilities
|
| | | | 7,852,756 | | |
|
Transaction costs allocable to warrant liabilities
|
| | | | 677,570 | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | (187,865) | | |
|
Accounts payable
|
| | | | 155,683 | | |
|
Accrued expenses
|
| | | | (74,781) | | |
|
Net cash used in operating activities
|
| | | | (339,225) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Cash deposited in Trust Account
|
| | | | (305,303,010) | | |
|
Net cash used in investing activities
|
| | | | (305,303,010) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Repayment of note payable to related party
|
| | | | (132,713) | | |
|
Proceeds received from initial public offering, gross
|
| | | | 305,303,010 | | |
|
Proceeds received from private placement
|
| | | | 8,106,060 | | |
|
Offering costs paid
|
| | | | (6,029,077) | | |
|
Net cash provided by financing activities
|
| | | | 307,247,280 | | |
|
Net change in cash
|
| | | | 1,605,045 | | |
|
Cash – beginning of the period
|
| | |
|
—
|
| |
|
Cash – ending of the period
|
| | | $ | 1,605,045 | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
|
Offering costs paid in exchange for issuance of Class B ordinary shares to
Sponsor |
| | | $ | 25,000 | | |
|
Offering costs included in accrued expenses
|
| | | $ | 75,000 | | |
|
Offering costs included in note payable
|
| | | $ | 120,481 | | |
|
Deferred underwriting commissions
|
| | | $ | 10,685,605 | | |
|
Initial measurement of warrants issued in connection with initial public offering and private placement accounted for as liabilities
|
| | | $ | 18,620,362 | | |
| | |
As Reported
As Previously Restated in 10 K/A Amendment No. 1 |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Balance Sheet as of September 15, 2020 (unaudited) | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 268,023,290 | | | | | $ | 31,976,710 | | | | | $ | 300,000,000 | | |
Class A ordinary shares
|
| | | | 320 | | | | | | (320) | | | | | | — | | |
Additional paid-in capital
|
| | | | 5,711,600 | | | | | | (5,711,600) | | | | | | — | | |
Retained earnings (accumulated deficit)
|
| | | | (712,775) | | | | | | (26,264,790) | | | | | | (26,977,565) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,008 | | | | | $ | (31,976,710) | | | | | $ | (26,976,702) | | |
Balance Sheet as of September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 268,070,700 | | | | | $ | 31,929,300 | | | | | $ | 300,000,000 | | |
Class A ordinary shares
|
| | | | 319 | | | | | | (319) | | | | | | — | | |
Additional paid-in capital
|
| | | | 5,664,191 | | | | | | (5,664,191) | | | | | | — | | |
Retained earnings (accumulated deficit)
|
| | | | (665,364) | | | | | | (26,264,790) | | | | | | (26,930,154) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,009 | | | | | $ | (31,929,300) | | | | | $ | (26,929,291) | | |
Balance Sheet as of October 14, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 272,992,338 | | | | | $ | 32,310,672 | | | | | $ | 305,303,010 | | |
Class A ordinary shares
|
| | | | 324 | | | | | | (324) | | | | | | — | | |
Additional paid-in capital
|
| | | | 5,859,953 | | | | | | (5,859,953) | | | | | | — | | |
Retained earnings (accumulated deficit)
|
| | | | (861,137) | | | | | | (26,450,395) | | | | | | (27,366,562) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,003 | | | | | $ | (32,310,672) | | | | | $ | (27,310,669) | | |
Balance Sheet as of December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption
|
| | | $ | 265,086,944 | | | | | $ | 40,216,066 | | | | | $ | 305,303,010 | | |
Class A ordinary shares
|
| | | | 402 | | | | | | (402) | | | | | | — | | |
Additional paid-in capital
|
| | | | 13,765,368 | | | | | | (13,765,368) | | | | | | — | | |
Retained earnings (accumulated deficit)
|
| | | | (8,766,527) | | | | | | (26,450,296) | | | | | | (35,216,823) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,006 | | | | | $ | (40,216,066) | | | | | $ | (35,216,060) | | |
Statement of Operations for the three months ended September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (654,632) | | | | | $ | — | | | | | $ | (654,632) | | |
Weighted average shares outstanding – Class A
|
| | | | 30,000,000 | | | | | | (24,690,382) | | | | | | 5,309,618 | | |
Basic and diluted net loss per ordinary share – Class A
|
| | | $ | 0.00 | | | | | $ | (0.05) | | | | | $ | (0.05) | | |
Weighted average shares outstanding – Class B
|
| | | | 8,625,000 | | | | | | — | | | | | | 8,625,000 | | |
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | (0.01) | | | | | $ | (0.04) | | | | | $ | (0.05) | | |
Statement of Operations for the period from May 13, 2020 (inception) through September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (665,364) | | | | | $ | — | | | | | $ | (665,364) | | |
Weighted average shares outstanding – Class A
|
| | | | 30,000,000 | | | | | | (26,752,096) | | | | | | 3,247,904 | | |
Basic and diluted net loss per ordinary share – Class A
|
| | | $ | 0.00 | | | | | $ | (0.06) | | | | | $ | (0.06) | | |
Weighted average shares outstanding – Class B
|
| | | | 8,625,000 | | | | | | (369,643) | | | | | | 8,255,357 | | |
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | (0.01) | | | | | $ | (0.05) | | | | | $ | (0.06) | | |
| | |
As Reported
As Previously Restated in 10 K/A Amendment No. 1 |
| |
Adjustment
|
| |
As Restated
|
| |||||||||
Statement of Operations for the period from May 13, 2020 (inception) through December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (8,766,527) | | | | | $ | — | | | | | $ | (8,766,527) | | |
Weighted average shares outstanding – Class A
|
| | | | 30,387,905 | | | | | | (16,067,054) | | | | | | 14,320,851 | | |
Basic and diluted net loss per ordinary share – Class A
|
| | | $ | 0.00 | | | | | $ | (0.39) | | | | | $ | (0.39) | | |
Weighted average shares outstanding – Class B
|
| | | | 7,539,714 | | | | | | 573,549 | | | | | | 8,113,263 | | |
Basic and diluted net loss per ordinary share – Class B
|
| | | $ | (1.16) | | | | | $ | 0.77 | | | | | $ | (0.39) | | |
Statement of Cash Flows for the period from May 13, 2020 (inception) through September 30, 2020
|
| | | | | | | | | | | | | | | | | | |
Supplemental disclosure of non-cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | |
Initial value of Class A ordinary shares subject to possible redemption
|
| | | $ | 267,994,700 | | | | | $ | (267,994,700) | | | | | $ | — | | |
Change in value of Class A ordinary shares subject to possible redemption
|
| | | $ | 76,000 | | | | | $ | (76,000) | | | | | $ | — | | |
Statement of Cash Flows for the period from May 13, 2020 (inception) through December 31, 2020
|
| | | | | | | | | | | | | | | | | | |
Supplemental disclosure of non-cash investing and financing activities:
|
| | | | | | | | | | | | | | | | | | |
Initial value of Class A ordinary shares subject to possible redemption
|
| | | $ | 268,023,290 | | | | | $ | (268,023,290) | | | | | $ | — | | |
Change in value of Class A ordinary shares subject to possible redemption
|
| | | $ | (2,936,346) | | | | | $ | 2,936,346 | | | | | $ | — | | |
| | |
For the period From
May 13, 2020 (inception) through December 31, 2020 |
| |||||||||
| | |
Class A
|
| |
Class B
|
| ||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (5,596,126) | | | | | $ | (3,170,401) | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 14,320,851 | | | | | | 8,113,263 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.39) | | | | | $ | (0.39) | | |
|
Gross Proceeds
|
| | | $ | 305,303,010 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | | (11,955,000) | | |
|
Class A Ordinary Shares issuance costs
|
| | | | (16,173,600) | | |
| Add: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 28,128,600 | | |
|
Class A Ordinary Shares subject to possible redemption at December 31, 2020
|
| | | $ | 305,303,010 | | |
Description
|
| |
Level
|
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account(1)
|
| | | | 1 | | | | | $ | 305,311,303 | | |
Liabilities: | | | | | | | | | | | | | |
Private Placement Warrants(2)
|
| | | | 2 | | | | | | 9,078,787 | | |
Public Warrants(2)
|
| | | | 1 | | | | | | 17,096,969 | | |
Input
|
| |
September 15,
2020 (Initial Measurement) |
| |||
Risk-free interest rate
|
| | | | 0.28% | | |
Expected term (years)
|
| | | | 5.19 | | |
Expected volatility
|
| | | | 16.0% | | |
Exercise price
|
| | | $ | 11.50 | | |
Fair value of Units
|
| | | $ | 9.60 | | |
| | |
Private
Placement |
| |
Public
|
| |
Warrant
Liabilities |
| |||||||||
Fair value as of May 13, 2020 (inception)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial measurement on September 15, 2020
|
| | | | 6,368,000 | | | | | | 11,955,000 | | | | | | 18,323,000 | | |
Initial measurement on October 14, 2020
|
| | | | 83,893 | | | | | | 209,469 | | | | | | 293,362 | | |
Change in valuation inputs or other assumptions(1)
|
| | | | 2,626,894 | | | | | | 4,932,500 | | | | | | 7,559,394 | | |
Fair value as of December 31, 2020
|
| | | $ | 9,078,787 | | | | | $ | 17,096,969 | | | | | $ | 26,175,756 | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-10 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-15 | | | |
| | | | | A-15 | | | |
| | | | | A-15 | | | |
| | | | | A-16 | | | |
| | | | | A-17 | | | |
| | | | | A-18 | | | |
| | | | | A-18 | | | |
| | | | | A-18 | | | |
| | | | | A-18 | | | |
| | | | | A-19 | | | |
| | | | | A-19 | | |
| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-20 | | | |
| | | | | A-20 | | | |
| | | | | A-21 | | | |
| | | | | A-21 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-23 | | | |
| | | | | A-23 | | | |
| | | | | A-23 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-26 | | | |
| | | | | A-26 | | | |
| | | | | A-27 | | | |
| | | | | A-27 | | | |
| | | | | A-27 | | | |
| | | | | A-28 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-31 | | | |
| | | | | A-33 | | | |
| | | | | A-34 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-36 | | | |
| | | | | A-36 | | | |
| | | | | A-38 | | | |
| | | | | A-38 | | |
| | | | | A-39 | | | |
| | | | | A-39 | | | |
| | | | | A-40 | | | |
| | | | | A-40 | | | |
| | | | | A-41 | | | |
| | | | | A-41 | | | |
| | | | | A-41 | | | |
| | | | | A-41 | | | |
| | | | | A-41 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-43 | | | |
| | | | | A-43 | | | |
| | | | | A-43 | | | |
| | | | | A-43 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-44 | | | |
| | | | | A-45 | | | |
| | | | | A-48 | | | |
| | | | | A-50 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-52 | | | |
| | | | | A-52 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-55 | | | |
| | | | | A-56 | | | |
| | | | | A-57 | | | |
| | | | | A-57 | | | |
| | | | | A-58 | | | |
| | | | | A-58 | | | |
| | | | | A-58 | | |
| | | | | A-58 | | | |
| | | | | A-58 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-59 | | | |
| | | | | A-60 | | | |
| | | | | A-60 | | | |
| | | | | A-61 | | | |
| | | | | A-61 | | | |
| | | | | A-61 | | | |
| | | | | A-62 | | | |
| | | | | A-62 | | | |
| | | | | A-63 | | | |
| | | | | A-63 | | | |
| | | | | A-64 | | | |
| | | | | A-64 | | | |
| | | | | A-64 | | | |
| | | | | A-65 | | | |
| | | | | A-65 | | | |
| | | | | A-65 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | | |
| | | | | A-67 | | | |
| | | | | A-68 | | | |
| | | | | A-68 | | | |
| | | | | A-69 | | | |
| | | | | A-70 | | | |
| | | | | A-71 | | | |
| | | | | A-71 | | | |
| | | | | A-82 | | |
|
If to Purchaser at or prior to the Share Acquisition Closing, to:
Broadstone Acquisition Corp.
7 Portman Mews South, Marylebone, London W1H 6AY, United Kingdom Attn: Edward Hawkes and Marc Jonas Email: ########################## and ################# |
| |
with a copy (which will not constitute notice) to:
Winston & Strawn London LLP
CityPoint, One Ropemaker Street, London EC2Y 9AW, United Kingdom Attn: Paul Amiss and Nicholas Usher Email: ################## and ################## |
|
|
If to the Sponsor and Purchaser Representative to:
Broadstone Sponsor LLP
7 Portman Mews South, Marylebone, London W1H 6AY, United Kingdom Attn: Edward Hawkes and Marc Jonas Email: ########################## and ################# |
| |
with a copy (which will not constitute notice) to:
Winston & Strawn London LLP
CityPoint, One Ropemaker Street, London EC2Y 9AW, United Kingdom Attn: Paul Amiss and Nicholas Usher Email: ################## and ################## |
|
|
If to Pubco at or prior to the Share Acquisition Closing, to:
Vertical Aerospace Ltd.
140-142 Kensington Church Street, London, W8 4BN, United Kingdom Email: ################################## |
| |
with a copy (which will not constitute notice) to:
Latham & Watkins (London) LLP
99 Bishopsgate, London, EC2M 3XF, United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to Merger Sub prior to the Share Acquisition Closing, to:
Vertical Merger Sub Ltd.
140-142 Kensington Church Street, London, W8 4BN, United Kingdom Email: ################################# |
| |
with a copy (which will not constitute notice) to:
Latham & Watkins (London) LLP
99 Bishopsgate, London, EC2M 3XF, United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to the Company at or prior to the Share Acquisition Closing, to:
Vertical Aerospace Group Ltd.
140-142 Kensington Church Street, London, W8 4BN, United Kingdom Email: ################################## |
| |
with a copy (which will not constitute notice) to:
Latham & Watkins (London) LLP
99 Bishopsgate, London, EC2M 3XF, United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to the Company Shareholders Representative or the Company Shareholders, to:
Vincent Casey
140-142 Kensington Church Street, London, W8 4BN, United Kingdom Email: ################################## |
| |
with a copy (which will not constitute notice) to:
Latham & Watkins (London) LLP
99 Bishopsgate, London, EC2M 3XF, United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to Pubco, Merger Sub or the Company after the Share Acquisition Closing, to:
Vertical Aerospace Ltd.
140-142 Kensington Church Street, London, W8 4BN, United Kingdom Email: ################################## |
| |
with a copy (which will not constitute notice) to:
Latham & Watkins (London) LLP
99 Bishopsgate, London, EC2M 3XF, United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ###################### |
|
Term
|
| |
Section
|
|
AA Shares | | |
Recitals
|
|
AA SPA
|
| |
Recitals
|
|
Agreement | | |
Preamble
|
|
Amended Pubco Charter | | |
10.1(d)
|
|
Amended Purchaser Charter | | |
1.4
|
|
American Warrant Instrument
|
| |
Recitals
|
|
Antitrust Laws | | |
8.12(b)
|
|
Avolon Warrant Instrument
|
| |
Recitals
|
|
Business Combination | | |
12.1
|
|
Business Intellectual Property | | |
6.13(b)
|
|
Closing Cash | | |
8.19(b)
|
|
Closing Filing | | |
8.15(b)
|
|
Closing Press Release | | |
8.15(b)
|
|
Company | | |
Preamble
|
|
Company Benefit Plan | | |
6.20(a)
|
|
Company Certificate | | |
2.3(a)(ii)
|
|
Company Disclosure Schedules | | |
Article VI
|
|
Company Material Contract | | |
6.12(a)
|
|
Company Permits | | |
6.10
|
|
Term
|
| |
Section
|
|
Company Real Property Leases | | |
0
|
|
Company Registered IP | | |
6.13(a)
|
|
Company Shareholder Approvals | | |
8.14(g)
|
|
Company Shareholders | | |
Preamble
|
|
Company Shareholders Representative | | |
13.14(a)
|
|
Consolidated Company Financials | | |
8.7
|
|
Contributor | | |
6.13(e)
|
|
D&O Indemnified Persons | | |
8.18(a)
|
|
D&O Tail Insurance | | |
8.18(b)
|
|
Dispute | | |
13.4
|
|
Enforceability Exceptions | | |
4.2
|
|
Environmental Permits | | |
6.21(a)
|
|
Expenses | | |
11.3, 11.3, 11.3
|
|
HMRC | | |
2.4
|
|
Intended Tax Treatment
|
| |
1.15
|
|
Interim Period | | |
8.1(a)
|
|
LNH SPA | | |
Recitals
|
|
Loan Notes | | |
Recitals
|
|
Lock-Up Agreement | | |
8.21
|
|
Management Accounts | | |
6.7(a)
|
|
Material Inbound Licenses | | |
6.12(a)(x)
|
|
Material Outbound Licenses | | |
6.12(a)(xi)
|
|
Merger | | |
Recitals
|
|
Merger Closing | | |
3.1
|
|
Merger Closing Date | | |
3.1
|
|
Merger Effective Time | | |
1.2
|
|
Merger Sub | | |
Preamble
|
|
New Registration Rights Agreement | | |
8.20
|
|
Non-Recourse Parties | | |
13.13
|
|
OFAC | | |
4.17(c)
|
|
Outside Date | | |
11.1(b)
|
|
Parties | | |
Preamble
|
|
Party | | |
Preamble
|
|
PIPE Investment Amount | | |
4.18
|
|
PIPE Subscriptions | | |
Recitals
|
|
Plan of Merger | | |
1.1
|
|
Proxy Statement | | |
8.14(a)
|
|
Pubco | | |
Preamble
|
|
Pubco Equity Incentive Plan | | |
8.22
|
|
Pubco Options | | |
2.4
|
|
Purchaser | | |
Preamble
|
|
Purchaser Disclosure Schedules | | |
Article IV
|
|
Purchaser Financials | | |
4.6(c)
|
|
Term
|
| |
Section
|
|
Purchaser Material Contract | | |
4.13(a)
|
|
Purchaser Recommendation | | |
4.2
|
|
Purchaser Representative | | |
Preamble
|
|
Redemption | | |
8.14(a)
|
|
Registration Statement | | |
8.14(a)
|
|
Related Person | | |
6.22
|
|
Released Claims | | |
12.1
|
|
Releasing Persons | | |
12.2
|
|
Required Shareholder Approval | | |
10.1(a)
|
|
SEC Reports | | |
4.6(a)
|
|
SF | | |
Recitals
|
|
Share Acquisition | | |
Recitals
|
|
Share Acquisition Closing | | |
3.1
|
|
Share Acquisition Closing Date | | |
3.1
|
|
Shareholder Approval Matters | | |
8.14(a)
|
|
Shareholder Support Letters
|
| |
Recitals
|
|
Signing Filing | | |
8.15(b)
|
|
Signing Press Release | | |
8.15(b)
|
|
Special Shareholder Meeting | | |
8.14(a)
|
|
Sponsor | | |
Preamble
|
|
Sponsor Registration Rights Agreement | | |
Recitals
|
|
Sponsor Support Letters
|
| |
Recitals
|
|
STFs | | |
2.3(a)(i)
|
|
Subscribers | | |
Recitals
|
|
Subscription Agreements | | |
Recitals
|
|
Surviving Company | | |
1.1
|
|
Transactions | | |
Recitals
|
|
Transfer Agent | | |
2.8
|
|
U.S. Securities Laws | | |
8.10
|
|
| |
Company Shareholder
|
| | |
Class of Share Held
|
| | |
Number of Company Shares Held
|
| |
| |
Stephen Fitzpatrick
|
| | |
Company A Ordinary Shares
|
| | |
123,220
|
| |
| |
Mark Yemm
|
| | |
Company B Ordinary shares
|
| | |
4,714
|
| |
| |
Samuel Sugden
|
| | |
Company B Ordinary shares
|
| | |
118
|
| |
|
If to Pubco, to:
Vertical Aerospace Ltd. 140-142 Kensington Church Street London, England W8 4BN United Kingdom ################################## |
| |
With a copy to (which shall not constitute notice):
Latham & Watkins (London) LLP 99 Bishopsgate London, EC2M 3XF United Kingdom Attn: David Stewart and Robbie McLaren |
|
| | | |
Email: ###################### and
##################### |
|
|
If to the Holder, to:
[ • ] |
| |
With a copy to (which shall not constitute notice):
[ • ]
|
|
|
(A)
Name Of Holder |
| |
(B)
Number Of Shares1 |
| |
(C)
Number Of Restricted Securities2 |
|
| [• ] | | | [•] | | | [•] | |
|
If to Pubco, to:
Vertical Aerospace Ltd. 140-142 Kensington Church Street, London, England W8 4BN, United Kingdom Attn: Vinny Casey Email: ######################### |
| |
With a copy to (which shall not constitute notice):
Latham & Watkins (London) LLP 99 Bishopsgate, London, EC2M 3XF, United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to the Holder, to:
Broadstone Sponsor LLP 7 Portman Mews South, Marylebone, London W1H 6AY, United Kingdom Attn: Edward Hawkes and Marc Jonas Email: ########################## and ################# |
| |
With a copy to (which shall not constitute notice):
Winston & Strawn London LLP CityPoint, One Ropemaker Street, London EC2Y 9AW, United Kingdom Attn: Paul Amiss and Nicholas Usher Email: ################## and ################## |
|
|
(A)
Name of Holder |
| |
(B)
Number of Shares |
|
|
Broadstone Sponsor LLP
|
| | 7,632,575 | |
|
If to Pubco, to:
Vertical Aerospace Ltd. 140-142 Kensington Church Street London, England W8 4BN United Kingdom ################################## |
| |
With a copy to (which shall not constitute notice):
Latham & Watkins (London) LLP 99 Bishopsgate London, EC2M 3XF United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to the Holder, to:
American Airlines, Inc. 1 Skyview Drive, MD 8B361 Fort Worth, Texas, 76155 |
| |
With a copy to (which shall not constitute notice):
Sidley Austin LLP 2021 McKinney Avenue Suite 2000 Dallas, Texas 75201 Attention: Bart J. Biggers Email: ####################### |
|
|
(A)
Name Of Holder |
| |
(B)
Number Of Shares3 |
|
| American Airlines, Inc. | | | [6,125,000] | |
|
If to Pubco, to:
Vertical Aerospace Ltd. 140-142 Kensington Church Street London, England W8 4BN United Kingdom ################################## |
| |
With a copy to (which shall not constitute notice):
Latham & Watkins (London) LLP 99 Bishopsgate London, EC2M 3XF United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
|
If to the Holder, to:
[ • ] |
| |
With a copy to (which shall not constitute notice):
[ • ] |
|
|
(A)
Name Of Holder |
| |
(B)
Number Of Shares4 |
| |
(C)
Number of Restricted Securities5 |
|
| [•] | | | [•] | | | [•] | |
|
If to Pubco, to:
Vertical Aerospace Ltd. 140-142 Kensington Church Street London, England W8 4BN United Kingdom ################################## |
| |
With a copy to (which shall not constitute notice):
Latham & Watkins (London) LLP 99 Bishopsgate London, EC2M 3XF United Kingdom Attn: David Stewart and Robbie McLaren Email: ###################### and ##################### |
|
| If to the Holder, to: | | | With a copy to (which shall not constitute notice): | |
| [•] | | | [•] | |
|
(A)
Name of Holder |
| |
(B)
Number of Lock-Up Shares |
|
| [•] | | | [•] | |
1.
|
☐
|
We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) (a “QIB”) and have marked and initialed the appropriate box on the following pages indicating the provision under which we qualify as a QIB. |
2.
|
☐
|
We are subscribing for the Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB. |
1.
|
☐
|
We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.” |
2.
|
☐
|
We are not a natural person. |
| | |
Page
|
| |||
| | | | A-216 | | | |
| | | | A-221 | | | |
| | | | A-221 | | | |
| | | | A-222 | | | |
| | | | A-223 | | | |
| | | | A-224 | | | |
| | | | A-228 | | | |
| | | | A-229 | | | |
| | | | A-230 | | | |
| | | | A-230 | | | |
| | | | A-231 | | | |
| | | | A-231 | | | |
| | | | A-231 | | | |
| | | | A-231 | | | |
| | | | A-231 | | | |
| | | | A-232 | | | |
| | | | A-232 | | | |
| | | | A-232 | | | |
| | | | A-233 | | | |
| | | | A-233 | | | |
| | | | A-233 | | | |
| | | | A-233 | | | |
| | | | A-234 | | | |
| | | | A-237 | | | |
| | | | A-239 | | | |
| | | | A-240 | | |
|
[•]
Director |
| |
[•]
Director |
|
| No of Ordinary Shares | | | Name of Warrantholder | | | Address of Warrantholder | |
| | | | | | | | |
| | |
(1)
Issued |
| |
(2)
Outstanding Options |
| ||||||
Shares
|
| | | | 257,062,500 | | | | | | 38,795,000 | | |
|
[ • ]
Director |
| |
[ • ]
Director |
|
| | |
Page
|
| |||
| | | | A-245 | | | |
| | | | A-250 | | | |
| | | | A-250 | | | |
| | | | A-251 | | | |
| | | | A-251 | | | |
| | | | A-252 | | | |
| | | | A-256 | | | |
| | | | A-257 | | | |
| | | | A-257 | | | |
| | | | A-258 | | | |
| | | | A-259 | | | |
| | | | A-259 | | | |
| | | | A-259 | | | |
| | | | A-259 | | | |
| | | | A-259 | | | |
| | | | A-260 | | | |
| | | | A-260 | | | |
| | | | A-260 | | | |
| | | | A-261 | | | |
| | | | A-261 | | | |
| | | | A-261 | | | |
| | | | A-261 | | | |
| | | | A-262 | | | |
| | | | A-265 | | | |
| | | | A-267 | | |
|
EXECUTED and DELIVERED as a DEED by VERTICAL AEROSPACE
LTD., acting by two directors: |
| |||
| | | | ||
|
[•]
Director |
| |
[•]
Director |
|
No of Ordinary Shares
|
| |
Name of Warrantholder
|
| |
Address of Warrantholder
|
|
| | | American Airlines Inc. | | | [1 Skyview Drive, Fort Worth, Texas 76155, United States of America] | |
| Name: | | | [•] | |
| For the attention of: | | | [•] | |
| Address: | | | [•] | |
| E-mail address: | | | [•] | |
| | | |
(1)
Issued |
| |
(2)
Outstanding Options |
|
| Shares | | |
[~]
|
| | [~] | |
| | | | ||
|
[ ~ ]
Director |
| |
[~]
Director |
|
| | |
(1)
Issued |
| |
(2)
Outstanding Options |
| ||||||
Shares
|
| | | | 257,062,500 | | | | | | 298,482,500 | | |
| Name: | | | Pubco | |
| For the attention of: | | | Vertical Aerospace Ltd. | |
| Address: | | |
140-142 Kensington Church StreetLondon,
England W8 4BN |
|
| E-mail: | | | ############################### | |
| with a copy (which shall not constitute notice) to: | | |||
| Name: | | | Latham & Watkins (London) LLP | |
| For the attention of: | | | J. David Stewart and Robbie McLaren | |
| Address: | | |
99 Bishopsgate
London, EC2M 3XF United Kingdom |
|
| E-mail: | | | ##################### and ##################### | |
(A)
Seller |
| |
(B)
Loan Amount |
| |
(C)
A Ordinary Shares |
| |
(D)
Exchange Shares |
| |||||||||
Microsoft Corporation
|
| | | £ | 15,000,000 | | | | | | 7,736 | | | | | | 9,420,621 | | |
Rocket Internet SE
|
| | | £ | 10,000,000 | | | | | | 5,157 | | | | | | 6,280,414 | | |
|
EXECUTED and delivered
|
| | ) | | | | |
|
as a DEED by
|
| | ) | | | | |
|
VERTICAL AEROSPACE LTD.
|
| | ) | | | | |
| acting by a person authorized to act on behalf of the company under the laws of the Cayman Islands | | | ) | | |
/s/ Vinny Casey
Name: Vinny Casey
|
|
| | | | ) | | | | |
| in the presence of: | | | | | | | |
|
/s/ Jemma Casey
Jemma Casey
|
| | | | | Signature of Witness | |
|
|
| | | | | Name of Witness | |
|
|
| | | | | Occupation of Witness | |
|
|
| | | | | Address of Witness | |
|
|
| | | | | | |
|
|
| | | | | | |
|
|
| | | | | | |
|
EXECUTED and delivered
|
| | ) | | | | |
|
as a DEED by
|
| | ) | | | | |
|
MICROSOFT CORPORATION
|
| | ) | | | | |
| acting by a person authorized to act on behalf of the company under the laws of the state of Washington | | | ) | | |
/s/ Keith R. Dolliver
Name: Keith R. Dolliver
|
|
| | | | ) | | | | |
| Name: | | | Microsoft Corporation | |
| For the attention of: | | | Garrett Krueger | |
| Address: | | | One Microsoft Way, Redmond, WA 98052-6399, USA | |
| E-mail: | | |
######################
with a copy (which shall not constitute notice to) Matthew Goldstein (#####################) and Michael Young (######################) |
|
|
EXECUTED and delivered
|
| | ) | | | | | | ||
|
as a DEED by
|
| | ) | | | | | | ||
|
ROCKET INTERNET SE
|
| | ) | | | | | | ||
| acting by a person authorized to act on behalf of the company under the laws of Germany | | | ) | | | | | | ||
| | | | ) | | |
/s/ Arnd Lodowicks
Name: Arnd Lodowicks
|
| | ||
| in the presence of: | | | | | | | | | ||
|
|
| | | | | Signature of Witness /s/ Gregot Janknecht | | | ||
|
|
| | | | | Name of Witness Gregot Janknecht | | | | |
|
|
| | | | |
Occupation of Witness Managing Director
|
| | | |
|
|
| | | | | Address of Witness | | | | |
|
|
| | | | | | | | ||
|
|
| | | | | | | | ||
|
|
| | | | | | | |
| Name: | | | Rocket Internet SE | |
| For the attention of: | | | Inka Brunn | |
| Address: | | | Charlottenstr. 4, 10969 Berlin, Germany | |
| E-mail: | | |
######################
################# ########################### |
|
(A)
Seller |
| |
(B)
Sale Shares |
| |
(c)
Exchange Shares |
| ||||||
American Airlines Inc.
|
| | | | 5,804 | | | | | | 6,125,000 | | |
| | |
(1)
Issued |
| |
(2)
Outstanding Options |
| ||||||
Shares
|
| | | | 257,062,500 | | | | | | 38,795,000 | | |
|
EXECUTED and delivered
|
| | ) | | | | |
|
as a DEED by
|
| | ) | | |
/s/ Vinny Casey
Name: Vinny Casey
|
|
|
VERTICAL AEROSPACE LTD.
|
| | ) | | | | |
| acting by a director, | | | ) | | | | |
| in the presence of: | | | ) | | | | |
|
/s/ Jemma Casey
|
| | | | | Signature of Witness | |
| Jemma Casey | | | | | | Name of Witness | |
| N/A | | | | | | Occupation of Witness | |
| THE SELLER: | | | | | | | |
|
EXECUTED and delivered
|
| | ) | | | | |
|
as a DEED by
|
| | ) | | |
/s/ Derek Kerr
Name: Derek Kerr
|
|
|
AMERICAN AIRLINES, INC.
|
| | ) | | | | |
| acting by a person authorized to act on behalf of the company under the laws of the state of | | | ) | | | | |
| Delaware, | | | ) | | | | |
| in the presence of: | | | | | | | |
|
|
| | | | | Signature of Witness | |
|
|
| | | | | Name of Witness | |
|
|
| | | | | Occupation of Witness | |
| Name: | | | Seller | |
| For the attention of: | | | American Airlines, Inc. | |
| Address: | | | 1 Skyview Drive, Fort Worth, Texas 76155, United States of America | |
| Attention: | | | General Counsel | |
| E-mail: | | | ###################### | |
|
“Applicable Law”
|
| | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
|
“Articles”
|
| | means these Amended and Restated Articles of Association of the Company, as from time to time altered or added to in accordance with the Statute and these Articles. | |
|
“Audit Committee”
|
| | means the audit committee of the Board established pursuant to the Articles, or any successor committee. | |
|
“Auditor”
|
| | means the person for the time being performing the duties of auditor of the Company (if any). | |
|
“Board”
|
| | means the board of directors of the Company. | |
|
“Business Day”
|
| | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
|
“Clearing House”
|
| | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
|
“Company”
|
| | means the above named company. | |
|
“Company’s Website”
|
| | means the website of the Company, the address or domain name of which has been notified to Members. | |
|
“Compensation Committee”
|
| | means the compensation committee of the Board established pursuant to the Articles, or any successor committee. | |
|
“Controlled Company”
|
| | has the meaning given to it in the rules of the Designated Stock Exchange. | |
|
“Designated Stock Exchange”
|
| | means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange. | |
|
“Directors”
|
| | means the directors for the time being of the Company. | |
|
“Dividend”
|
| | means any dividend (whether interim or final) resolved to be paid on shares pursuant to these Articles. | |
|
“electronic communication”
|
| | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the SEC) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
|
“electronic record”
|
| | has the same meaning as in the Electronic Transactions Act. | |
|
“Electronic Transactions Act”
|
| | means the Electronic Transactions Act (As Revised) of the Cayman Islands. | |
|
“Exchange Act”
|
| | means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. | |
|
“Independent Director”
|
| | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
|
“Member”
|
| | has the same meaning given to it in the Statute. | |
|
“Memorandum of Association”
|
| | means the amended and restated memorandum of association of the Company. | |
| “Nominating and Corporate Governance Committee” | | | means the nominating and corporate governance committee of the Board established pursuant to the Articles, or any successor committee. | |
|
“Officer”
|
| | means a person appointed to hold an office in the Company. | |
|
“Ordinary Resolution”
|
| | means (i) a resolution passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organisation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of the Company or (ii) a unanimous written resolution. | |
|
“Ordinary Share”
|
| | means an ordinary share in the share capital of the Company of US$0.0001 nominal or par value designated as Ordinary Shares, and having the rights provided for in these Articles. | |
|
“Preferred Share”
|
| | means a preferred share in the share capital of the Company of US$0.0001 each nominal or par value designated as Preferred Shares, and having the rights provided for in these Articles. | |
|
“Register of Members”
|
| | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
|
“Registered Office”
|
| |
means the registered office for the time being of the
|
|
| | | | Company. | |
|
“Seal”
|
| | means the common seal of the Company including any facsimile thereof. | |
|
“SEC”
|
| | means the United States Securities and Exchange Commission. | |
|
“Securities Act”
|
| | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. | |
|
“Share”
|
| | means any share in the capital of the Company, including the Ordinary Shares, Preferred Shares and shares of other classes. | |
|
“signed”
|
| | means a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication. | |
|
“Special Resolution”
|
| | means (i) a resolution passed by not less than two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution, has been duly given or (ii) a unanimous written resolution. | |
|
“Statute”
|
| | means the Companies Act (As Revised) of the Cayman Islands. | |
|
“Treasury Share”
|
| | means a share held in the name of the Company as a treasury share in accordance with the Statute. | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | |
|
|
| and on behalf of | | | ) | | | Director | |
|
Broadstone Acquisition Corp.
|
| | ) | | | | |
|
SIGNED by
|
| | ) | | | | |
| Duly authorised for | | | ) | | |
|
|
| and on behalf of | | | ) | | | Director | |
|
Vertical Merger Sub Ltd
|
| | ) | | | | |