UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2021


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

For the transition period from to________________

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

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 the 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 November 12, 2021, 30,530,301 Class A ordinary shares, par value $0.0001 per share, and 7,632,575 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

BROADSTONE ACQUISITION CORP.

Form 10-Q

For the Quarter Ended September 30, 2021

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1

	Condensed Statements of Operations for the three and nine months ended September 30, 2021 and the period from May 13, 2020 (inception) through September 30, 2020 (Unaudited)	2

	Condensed Statement of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2021 and the period from May 13, 2020 (inception) through September 30, 2020 (Unaudited)	3

	Condensed Statements of Cash Flows for the nine months ended September 30, 2021 and the period from May 13, 2020 (inception) through September 30, 2020 (Unaudited)	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BROADSTONE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2021		2020
	(Unaudited)		(As Revised)
Assets
Current assets:
Cash	$	707,084	$	1,605,045
Prepaid expenses		95,417		187,865
Total current assets		802,501		1,792,910
Investment held in Trust Account		305,332,346		305,311,303
Total Assets	$	306,134,847	$	307,104,213

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	80,274	$	155,683
Accrued expenses		5,097,232		219
Total current liabilities		5,177,506		155,902
Warrant liabilities		25,240,908		26,175,756
Deferred underwriting commissions		10,685,605		10,685,605
Total liabilities		41,104,019		37,017,263

Commitments and contingencies

Class A ordinary shares; 30,530,301 shares subject to possible redemption at $10 per share as of September 30, 2021 and December 31, 2020		305,303,010		305,303,010

Shareholders' 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 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		(40,272,945)		(35,216,823)
Total shareholders' deficit		(40,272,182)		(35,216,060)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	306,134,847	$	307,104,213

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BROADSTONE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020 ⁽¹⁾
General and administrative expenses	$	2,955,246	$	732,832	$	6,009,359	$	743,564
Loss from operations		(2,955,246)		(732,832)		(6,009,359)		(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	$	(137,984)	$	(654,632)	$	(5,056,122)	$	(665,364)

Weighted average ordinary shares outstanding, basic and diluted – Class A		30,530,301		5,217,391		30,530,301		3,404,255
Basic and diluted net loss per ordinary share - Class A	$	(0.00)	$	(0.05)	$	(0.13)	$	(0.06)

Weighted average ordinary shares outstanding, basic and diluted – Class B		7,632,575		8,625,000		7,632,575		8,257,979
Basic and diluted net loss per ordinary share - Class B	$	(0.00)	$	(0.05)	$	(0.13)	$	(0.06)

(1)	For the period from May 13, 2020 (inception) to September 30, 2020.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BROADSTONE ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(Unaudited)

(As revised)


	Ordinary Shares						Additional				Total
	Class A⁽¹⁾			Class B			Paid-In		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
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	—		—	—		—		—		(137,984)		(137,984)
Balance – September 30, 2021 (unaudited)	—	$	—	7,632,575	$	763	$	—	$	(40,272,945)	$	(40,272,182)

(1)	Class A ordinary shares subject to possible redemption are classified within temporary equity (Note 1).

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

BROADSTONE ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020

AND FOR THE PERIOD FROM MAY 13, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

(Unaudited)

(As revised)


	Ordinary Shares						Additional				Total
	Class A⁽¹⁾			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
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)

(1)	Class A ordinary shares subject to possible redemption are classified within temporary equity (Note 1).

The accompanying notes are an integral part of these unaudited condensed financial statements.

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BROADSTONE ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


			For the Period
			from
			May 13, 2020
	Nine Months		(inception)
	Ended		through
	September 30, 2021		September 30, 2020
Cash Flows from Operating Activities:
Net loss	$	(5,056,122)	$	(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		5,097,013		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		—		(

SEC Form 10-Q filed by Broadstone Acquisition Corp.