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EX-4.4 - EXHIBIT 4.4 - Broadstone Acquisition Corp. | tm2023384d11_ex4-4.htm |
As filed with the U.S. Securities and Exchange Commission on September 10, 2020.
Registration No. 333-245663
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Broadstone Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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6770
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N/A
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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7 Portman Mews South
Marylebone, London W1H 6AY
United Kingdom
Telephone: + 44 (0) 207 725 0800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Marylebone, London W1H 6AY
United Kingdom
Telephone: + 44 (0) 207 725 0800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Edward Truitt
Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807
(302) 731-1612
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Maples Fiduciary Services (Delaware) Inc.
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807
(302) 731-1612
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Paul Amiss
David A. Sakowitz Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 |
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Matthew Gardner
Michael Johns Maples and Calder P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 |
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Derek J. Dostal
Deanna L. Kirkpatrick Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Security Being Registered |
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Amount Being
Registered |
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Proposed Maximum
Offering Price per Security(1) |
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Proposed Maximum
Aggregate Offering Price(1) |
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Amount of
Registration Fee |
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Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant(2)
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34,500,000 Units
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$10.00
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$345,000,000
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$44,781.00
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Class A ordinary shares included as part of the units(3)
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34,500,000 Shares
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—
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—
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— (4)
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Redeemable warrants included as part of the units(3)
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17,250,000 Warrants
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—
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—
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— (4)
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Total
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$345,000,000
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$44,781.00(5)
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(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 4,500,000 units, consisting of 4,500,000 Class A ordinary shares and 2,250,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.
(4)
No fee pursuant to Rule 457(g).
(5)
Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Broadstone Acquisition Corp. is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-245663) as an exhibit-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16.
Exhibits and Financial Statement Schedules.
EXHIBIT INDEX
*
Filed herewith.
**
Previously filed.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on the 10th day of September, 2020.
BROADSTONE ACQUISITION CORP.
By:
/s/ Marc Jonas
Name: Marc Jonas
Title: Chief Executive Officer
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Marc Jonas
Marc Jonas
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| | Chief Executive Officer (Principal Executive Officer) | | |
September 10, 2020
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*
Edward Hawkes
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| | Chief Financial Officer (Principal Financial and Accounting Officer) | | |
September 10, 2020
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*
Hugh Osmond
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| | Chairman | | |
September 10, 2020
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* By:
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/s/ Marc Jonas
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| Name: | | | Marc Jonas | |
| Title: | | | Attorney-In-Fact | |
II-2
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Broadstone Acquisition Corp., in the City of Newark, Delaware, on the 10th day of September, 2020.
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title: Managing Director, Puglisi & Associates
Title: Managing Director, Puglisi & Associates
II-3