Current Report Filing (8-k)
19 November 2021 - 9:16AM
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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): November 18, 2021
NEWBURY STREET ACQUISITION CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
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001-40251
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85-3985188
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8 Newbury Street
Boston, MA 02116
(Address of principal executive
offices, including zip code)
Registrant’s telephone
number, including area code: (617) 893-3057
Not Applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant
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NBSTU
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The Nasdaq Stock Market LLC
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Common Stock, par value $0.0001 per share
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NBST
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Common Stock for $11.50 per share
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NBSTW
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The Nasdaq Stock Market LLC
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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 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.
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NEWBURY STREET ACQUISITION CORPORATION
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By:
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/s/ Thomas Bushey
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Name: Thomas Bushey
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Title: Chief Executive Officer
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Dated: November 18, 2021
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