UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 2)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39506

BROADSTONE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7 Portman Mews South Marylebone, London W1H 6AY United Kingdom
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: +44 (0) 207 725 0800

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	New York Stock Exchange
Class A ordinary shares, par value $0.0001	BSN	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	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities were not publicly traded. The registrant’s units began trading on the New York Stock Exchange on September 11, 2020 and the registrant’s ordinary shares and redeemable warrants began trading on the New York Stock Exchange on November 2, 2020. As of December 31, 2020, the aggregate market value of voting and non-voting ordinary shares held by non-affiliates of the registrant was approximately $306,829,525, determined using the per share closing price on the New York Stock Exchange on that date of $10.05. Ordinary shares held by each director and executive officer (and their respective affiliates) and each person who owns 10 percent or more of the outstanding ordinary shares or who is otherwise believed by the registrant to be in a control position have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of November 19, 2021, the Registrant had 30,530,301 Class A ordinary shares, $0.0001 par value per share, and 7,632,575 Class B ordinary shares, $0.0001 par value per share, outstanding.


PART I
Item 1A.	Risk Factors

PART II
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 8.	Financial Statements and Supplementary Data
Item 9A.	Controls and Procedures

PART IV
Item 15.	Exhibits and Financial Statement Schedules


		PAGE
PART I		5
Item 1A.	Risk Factors	5

PART II		6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 8.	Financial Statements and Supplementary Data	9
Item 9A.	Controls and Procedures	10

PART IV		11
Item 15.	Exhibits and Financial Statement Schedules	11


	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet (As Restated)	F-4
Statement of Operations (As Restated)	F-5
Statement of Changes in Stockholders’ Equity (As Restated)	F-6
Statement of Cash Flows (As Restated)	F-7
Notes to Financial Statements (As Restated)	F-8


Exhibit		Description
1.1		Underwriting Agreement, dated September 10, 2020, by and between the Company and Citigroup Global Markets Inc., as representative of the underwriters. (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

3.1		Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

4.1		Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

4.2		Specimen Ordinary Share Certificate. (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

4.3		Specimen Warrant Certificate. (Incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

4.4		Warrant Agreement between Broadstone Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of September 10, 2020 (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

4.5		Description of Securities.

10.1		Letter Agreement, dated September 10, 2020, by and among the Company, its executive officers, its directors and Broadstone Sponsor LLP. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

10.2		Investment Management Trust Agreement, dated September 10, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

10.3		Registration Rights Agreement, dated September 10, 2020, by and among the Company and Broadstone Sponsor LLP (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

10.4		Private Placement Warrants Purchase Agreement, dated September 10, 2020, by and among the Company and Broadstone Sponsor LLP (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

10.5		Administrative Services Agreement, dated September 10, 2020, by and between the Company and Broadstone Sponsor LLP. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on September 16, 2020).

14.1		Code of Ethics. (Incorporated by reference to Exhibit 14.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-l (File No. 333-245663), filed with the SEC on September 8, 2020).

31.1		Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

November 22, 2021	BROADSTONE ACQUISITION CORP.

	By:	/s/ Marc Jonas
		Name: Marc Jonas
		Title: Chief Executive Officer (Principal Executive Officer)


Name	Title	Date

/s/ Hugh Osmond	Chairman and Director	November 22, 2021
Hugh Osmond

/s/ Marc Jonas	Chief Executive Officer and Director	November 22, 2021
Marc Jonas	(Principal Executive Officer)

/s/ Edward Hawkes	Chief Financial Officer and Director	November 22, 2021
Edward Hawkes	(Principal Financial and Accounting Officer)

/s/ Ian Cormack	Director	November 22, 2021
Ian Cormack

/s/ Rory Cullinan	Director	November 22, 2021
Rory Cullinan

/s/ Philip Bassett	Director	November 22, 2021
Philip Bassett


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, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
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 $10 per share		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		—
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				Total
		Class A				Class B			Paid-In		Accumulated		Shareholders'
		Shares	Amount			Shares	Amount		Capital		Deficit		Deficit
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
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

SEC Form 10-K/A filed by Broadstone Acquisition Corp. (Amendment)