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): June 1, 2021 (May 25, 2021)
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 |
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by SPACs” (the “Statement”). The Statement reflects the SEC staff’s view that certain terms and conditions that are common to warrants issued by SPACs, such as Broadstone Acquisition Corp. (the “Company”), may require such warrants to be classified as liabilities rather than as components of equity on their financial statements.
On May 25, 2021, Company received notice from the New York Stock Exchange (the “Exchange”) that the Company is not in compliance with the Exchange’s continued listing standards as set forth in Section 802.01E of the NYSE Listed Company Manual (the “Company Manual”) given the Company failed to timely file (the “Filing Delinquency”) its Form 10-Q for the period ended March 31, 2021 (the “Report”). The delinquency will be cured via the filing of the Report.
The Company previously filed a Form 12b-25 with the Securities and Exchange Commission on May 17, 2021, to extend the due date for the filing of the Report. The Form 12b-25 disclosed that the Report was unable to be filed on time due to delays in assembling the financial information required to be reviewed by the Company’s independent auditor, and in completing the accounting of certain liabilities affecting the Company. Such further delay in filing the Report past the deadline set forth in the Form 12b-25 is due to issues that have arisen in connection with the Statement. The Company is taking steps to complete the required accounting and plans to file the Report as soon as practicable.
During the six-month period from the date of the Filing Delinquency (the “Initial Cure Period”), the Exchange will monitor the Company and the status of the Report and any subsequent delayed filings, until the Filing Delinquency is cured. If the Company fails to cure the Filing Delinquency within the Initial Cure Period, the Exchange may, in the Exchange’s sole discretion, allow the Company’s securities to be traded for up to an additional six-month period (the “Additional Cure Period”) depending on the Company’s specific circumstances. If the Exchange determines an Additional Cure Period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the Manual. If the Exchange determines that an Additional Cure Period of up to six months is appropriate and the Company fails to file its Delinquent Report and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence.
The Company is committed to filing the Report to achieve compliance with the Exchange’s requirements, and, although there are no guarantees it will do so, the Company expects to file the Report within the Initial Cure Period.
Item 8.01. Other Events.
On June 1, 2021, in accordance with the Exchange’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press Release dated June 1, 2021 |
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: June 1, 2021 | |||
Exhibit 99.1
Broadstone Acquisition Corp. Receives Anticipated Notice from New York Stock Exchange Regarding Pending Quarterly Report Filing
NEW YORK, June 1, 2021 /PRNewswire/ -- Broadstone Acquisition Corp. (NYSE: BSN) (the “Company”) received written notification from The New York Stock Exchange (“NYSE”) on May 25, 2021 that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “10-Q”) with the Securities and Exchange Commission (“SEC”), the Company does not comply with the continued listing requirements under Section 802.01E of the Listed Company Manual, which requires NYSE-listed companies to timely file all periodic reports with the SEC. The NYSE informed the Company that the Company has six months from the 10-Q filing due date to file the Form 10-Q. The Notice has no immediate effect on the listing or trading of the Company's securities on the NYSE.
As previously disclosed in the Company’s Current Report on Form 8-K filed on May 20, 2021 regarding non-reliance on the previously filed financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, on April 12, 2021, the staff of the SEC issued a statement pertaining to Special Purpose Acquisition Companies (“SPACs”) entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). In the SEC Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Statement, the Company concluded that its public warrants and the private placement warrants issued in connection with the Company’s initial public offering on September 15, 2020 should be classified as liabilities.
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.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the 10-Q. 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 its initial public offering filed with 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.
Iain Dey
+44 7976 295906
Broadstone@Edelman.com