8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2020 (October 14, 2020)

BROADSTONE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39506	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7 Portman Mews South

Marylebone, London W1H 6AY

United Kingdom

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +44 (0) 207 725 0800

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	BSN.U	The New York Stock Exchange
Class A ordinary shares, par value $0.0001	BSN	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	BSN WS	The New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

As previously reported, on September 15, 2020, Broadstone Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.

As previously reported, on September 15, 2020, simultaneously with the closing of the IPO, the Company completed the private sale of 8,000,000 warrants (the “Private Placement Warrants”) to Broadstone Sponsor LLP (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. 

In connection with the IPO, the underwriters were granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 4,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any.

On October 14, 2020, the underwriters purchased an additional 530,301 Over-Allotment Units pursuant to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $5,303,010 to the Company and bringing the total gross proceeds of the IPO to $305,303,010.

On October 14, 2020, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale (the “Over-Allotment Private Placement”) of an additional 106,060 Private Placement Warrants to the Sponsor, at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $106,060.

Including the sale of the Over-Allotment Units, there were an aggregate of 30,530,301 Units sold in the IPO. Following the expiration of the underwriters’ over-allotment option, assuming no further exercises by the underwriters, the initial stockholders will own 7,632,575 shares of Class B common stock, par value $0.0001 per share, representing 20% of the issued and outstanding shares of the Company.

The Company’s unaudited pro forma balance sheet as of October 14, 2020, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the Over-Allotment Private Placement as if they had occurred on the audited balance sheet date of September 15, 2020, is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Balance Sheet
99.2	Press Release dated as of October 15, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BROADSTONE ACQUISITION CORP.
	By:	/s/ Edward Hawkes
		Name:	Edward Hawkes
		Title:	Chief Financial Officer
Dated: October 20, 2020

EX-99.1

Exhibit 99.1

BROADSTONE ACQUISITION CORP.

BALANCE SHEET

	September 15, 2020			Pro Forma Adjustments				As Adjusted
					(Unaudited)				(Unaudited)
Assets
Current assets:
Cash	$	1,684,998		$	106,060		(b)	$	1,684,998
					(106,060	)	(c)
Prepaid expenses		236,800			-				236,800
Total current assets		1,921,798			-				1,921,798
Cash held in Trust Account		300,000,000			5,303,010		(a)		305,303,010
Total Assets	$	301,921,798		$	5,303,010			$	307,224,808
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	500		$	-			$	500
Accrued expenses		75,000			-				75,000
Total current liabilities		75,500			-				75,500
Deferred underwriting commissions		10,500,000			185,605		(d)		10,685,605
Total liabilities		10,575,500			185,605				10,761,105
Commitments and Contingencies
Class A ordinary shares; 28,634,629 and 29,146,370 shares subject to possible redemption at $10.00 per share, actual and as adjusted		286,346,290			5,117,410		(e)		291,463,700
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; 1,365,371 and 1,383,931 shares issued and outstanding (excluding 28,634,629 and 29,146,370 shares subject to possible redemption), actual and as adjusted		137			53		(a)		139
					(51	)	(e)
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding (1)		863			-				863
Additional paid-in capital		5,034,213			5,302,957		(a)		5,034,206
					106,060		(b)
					(106,060	)	(c)
					(185,605	)	(d)
					(5,117,359	)	(e)
Accumulated deficit		(35,205	)		-				(35,205	)
Total shareholders' equity		5,000,008			(5	)			5,000,003
Total Liabilities and Shareholders' Equity	$	301,921,798		$	5,303,010			$	307,224,808

(1) This number includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On October 14, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 530,301 Units; thus, only 992,425 Class B ordinary shares remain subject to forfeiture.

The accompanying notes are an integral part of these financial statement.

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Broadstone Acquisition Corp. (the “Company”) as of September 15, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on October 14, 2020 as described below.

The Company consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”) on September 15, 2020. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300.0 million. The Company granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On October 12, 2020, the Underwriters partially exercised the over-allotment option to purchase as additional 530,301 units (the “Over-Allotment Units”). On October 14, 2020, the Company completed the sale of the Over-Allotment Units to Underwriters (the “Over-Allotment”), generating gross proceeds of approximately $5.3 million, and incurred additional offering costs of approximately $292,000 in underwriting fees (inclusive of approximately $186,000 in deferred underwriting commissions).

Simultaneously with the closing of the IPO on September 15, 2020, the Company completed a private placement (the “Private Placement”) of an aggregate of 8,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to Broadstone Sponsor LLP, a United Kingdom limited liability partnership (the “Sponsor”), generating proceeds of $8.0 million. Simultaneously with the closing of the Over-Allotment Units, on October 14, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 106,060 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $106,060. 

Upon closing of the Over-Allotment, an aggregate of approximately $5.3 million ($10.00 per Unit)  was placed in a trust account ("Trust Account"), for a total of approximately $305.3 million deposited in the Trust Account, with Continental Stock Transfer & Trust Company acting as trustee and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

In addition, the Sponsor agreed to forfeit up to 1,125,000 Class B ordinary shares, par value $0.0001, to the extent that the over-allotment option is not exercised in full by the underwriters. On October 14, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 530,301 Units; thus, only 992,425 Class B ordinary shares remain subject to forfeiture.

Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:

	Pro Forma Entries	Debit		Credit
(a)	Trust account	$	5,303,010
	Class A ordinary shares			$	53
	Additional paid-in capital			$	5,302,957
	To record sale of 530,301 Overallotment Units at $10.00 per Unit
(b)	Cash	$	106,060
	Additional paid-in capital			$	106,060
	To record sale of 106,060 Private Placement Warrants at $1.00 per warrant
(c)	Additional paid-in capital	$	106,060
	Cash			$	106,060
	To record payment of 2% of cash underwriting fee on overallotment option
(d)	Additional paid-in capital	$	185,605
	Deferred underwriting commissions			$	185,605
	To record additional deferred underwriting fee on overallotment option
(e)	Class A ordinary shares	$	51
	Additional paid-in capital	$	5,117,359
	Class A ordinary shares subject to possible redemption			$	5,117,410
	To reclassify Class A ordinary shares out of permanent equity into mezzanine redeemable stock

EX-99.2

Exhibit 99.2

Broadstone Acquisition Corp. Announces Closing of IPO Over-Allotment Option

October 15, 2020 – Broadstone Acquisition Corp. (the “Company”) announced yesterday the closing of the issuance of an additional 530,301 units pursuant to the partial exercise of the underwriters’ over-allotment option in connection with the Company’s initial public offering. The additional units were sold at the initial offering price of $10.00 per unit, generating additional gross proceeds of $5,303,010 to the Company and bringing the total gross proceeds of the initial public offering to $305,303,010.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus, copies of which may be obtained from Citigroup Global Markets Inc. at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146.

About Broadstone Acquisition Corp.

Broadstone Acquisition Corp. is a blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus its search on fundamentally sound but stressed businesses in the UK and Europe.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Broadstone Acquisition Corp.
7 Portman Mews South
Marylebone, London W1H 6AY, United Kingdom
Attn: Iain Dey
+44 (0) 7976 295906
E-mail: Broadstone@edelman.com