UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements.
In connection with the preparation of its financial statements as of September 30, 2021, the management of Newbury Street Acquisition Corp. (the “Company”), in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its common stock subject to possible redemption. The Company previously determined the value of such common stock to be equal to the redemption value of such shares, after taking into consideration the terms of the Company’s Second Amended and Restated Certificate of Incorporation, under which a redemption cannot result in net tangible assets being less than $5,000,001. Management has now determined, after consultation with its advisors, that the common stock underlying the units issued during its initial public offering can be redeemed or become redeemable subject to the occurrence of future events considered to be outside the Company’s control. Therefore, management has concluded that the redemption value of its common stock subject to possible redemption should reflect the possible redemption of all such shares. As a result, management has noted a reclassification error related to temporary equity and permanent equity, which has resulted in a restatement of the initial carrying value of the common stock subject to possible redemption, with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and common stock.
On November 18, 2021, the Company’s audit committee determined, after discussion with the Company’s management and advisors, that the Company’s audited balance sheet as of March 25, 2021, as restated in the Company’s Form 10-Q for the quarterly period ended March 31, 2021, and the Company’s unaudited condensed financial statements included in the Company’s Form 10-Q for the quarterly period ended March 31, 2021 and its Form 10-Q for the quarterly period ended June 30, 2021, should no longer be relied upon due to the reclassification described above. The Company has reflected this reclassification in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 filed with SEC on November 16, 2021.
The Company does not expect the changes described above to have any impact on its cash position or the balance held in the trust account.
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.
The Company’s management and audit committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.
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.
| NEWBURY STREET ACQUISITION CORPORATION | ||
| By: | /s/ Thomas Bushey | |
| Name: Thomas Bushey | ||
| Title: Chief Executive Officer | ||
| Dated: November 18, 2021 | ||