Item 4.02 Non-Reliance on Previously Issued Financial
Statements or Related Audit Report or Completed Interim Report.
In light of recent comment letters
issued by the U.S. Securities and Exchange Commission (the “SEC”), the management of Bright Lights Acquisition Corp. (the
“Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification
of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the
units sold in the Company’s initial public offering (the “IPO”) on January 11, 2021. Historically, a portion of the
Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company
will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such
re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification
of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial
business combination.
Therefore, on November 15, 2021,
the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”),
after consultation with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded
that the Company’s previously issued (i) audited balance sheet as of January 11, 2021, as previously restated in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 28, 2021 (the “Q1 Form 10-Q”),
(ii) unaudited interim financial statements included in the Q1 Form 10-Q and (iii) unaudited interim financial statements included in
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021
(collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no
longer be relied upon. As such, the Company has restated its financial statements for the Affected Periods in the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 18, 2021 (the “Q3 Form 10-Q”),
as described therein.
The Company does not expect
any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with
the IPO (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 Q3 Form 10-Q.
The Company’s management
and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum.
Forward-Looking Statements Legend
This Current Report on Form
8-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included
in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made
by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this
paragraph. 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 Annual Report on Form 10-K, as amended from time to time. Copies of
such filings are available on the SEC’s website, www.sec.gov or may be obtained free of charge at the Company’s website at
http:// brightlightsacquisition.com. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this release, except as required by law.