Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Present at the Extraordinary General Meeting were holders of 27,362,346 ordinary
shares,
The final voting results for each matter submitted to a vote of the Broadstone shareholders at the Extraordinary General Meeting are set forth below:
Approval of the Business Combination Proposal
Broadstone's shareholders approved by ordinary resolution the Business
Combination, including each of (a) the surrender for nil consideration and
cancellation of the Broadstone private warrants, and upon the effectiveness of
such merger, (b) the merger of Broadstone with Merger Sub (the "Merger"), with
Broadstone surviving the Merger and the shareholders of Broadstone (save for
holders of Class B ordinary shares of Broadstone and Broadstone private
warrants) becoming shareholders of
For Against Abstain 23,985,387 3,306,384 70,575
Approval of the Merger Proposal
Broadstone's shareholders approved by special resolution that (a) the plan of
merger, to be dated
For Against Abstain 23,985,647 3,306,279 70,420
Approval of the Share Issuance Proposal
Broadstone's shareholders approved by ordinary resolution, for the purposes of
complying with applicable
For Against Abstain 23,983,824 3,307,379 71,143
Approval of the Pubco Incentive Plan Proposal
Broadstone's shareholders approved by ordinary resolution the
For Against Abstain 22,965,189 4,322,001 75,156
Approval of the Adjournment Proposal
Broadstone's shareholders approved by ordinary resolution the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting there are not sufficient votes to approve one or more proposals presented to Broadstone's shareholders for vote (the "Adjournment Proposal"). The voting results with respect to the Adjournment Proposal were as follows:
For Against Abstain 23,983,651 3,306,783 71,912
Broadstone expects the Business Combination to close on or about
Forward Looking Statements
This Current Report on Form 8-K (including certain of the exhibits hereto)
includes "forward-looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of
1995. Broadstone's and Vertical's actual results may differ from their
expectations, estimates and projections and, consequently, you should not rely
on these forward-looking statements as predictions of future events. Words such
as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue" and similar expressions (or the negative versions of
such words or expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation,
Broadstone's and Vertical's expectations with respect to future performance and
anticipated financial impacts of the proposed business combination, the
satisfaction of the closing conditions to the proposed business combination, and
the timing of the completion of the proposed business combination. These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside Broadstone's and
Vertical's control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the termination of the
definitive business combination agreement (the "Agreement"); (2) the outcome of
any legal proceedings that may be instituted against Broadstone and Vertical
following the announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business combination,
including due to certain regulatory approvals, or satisfy other conditions to
closing in the Agreement; (4) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Agreement or could
otherwise cause the transaction to fail to close; (5) the ability to implement
business plans, forecasts and other expectations after the completion of the
business combination, and identify and realize additional opportunities; (6) the
potential inability of Vertical to produce or launch aircraft in the volumes and
on timelines projected; (7) the potential inability of Vertical to obtain the
necessary certifications on the timelines projected; (8) the potential that
certain of Vertical's strategic partnerships may not materialize into long-term
partnership arrangements; (9) the impact of COVID-19 on Vertical's business
and/or the ability of the parties to complete the proposed business combination;
(10) the inability to list Vertical's ordinary shares on the NYSE following the
proposed business combination; (11) the risk that the proposed business
combination disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination; (12) the
ability to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things, competition, the
ability of Vertical to grow and manage growth profitably, and retain its key
employees; (13) costs related to the proposed business combination; (14) changes
in applicable laws or regulations; (15) the possibility that Vertical or
Broadstone may be adversely affected by other economic, business, and/or
competitive factors; and (16) other risks and uncertainties indicated from time
to time in the final prospectus of Broadstone for its initial public offering
and the proxy statement/prospectus relating to the proposed business
combination, including those under "Risk Factors" therein, and in Broadstone's
other filings with the
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in Broadstone's
most recent filings with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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