Broadstone Acquisition Corp. filed SEC Form 8-K: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On November 22, 2021, the management and the Audit Committee (the “Audit Committee”) of Broadstone Acquisition Corp. (the “Company”), after consultation with WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, concluded that the Company’s Class A ordinary shares should be classified as temporary equity.
Accordingly, the management and Audit Committee of the Company concluded that the Company’s financial statements for the period from May 13, 2020 (inception) through December 31, 2020, for the quarterly period ended September 30, 2020, for the year ended December 31, 2020 and for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively (the “Non-Reliance Period”), should no longer be relied upon. Similarly, press releases, earnings releases, and investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Period should no longer be relied upon. In addition, the audit reports of Withum included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed on March 31, 2021, and as amended on June 10, 2021 (together, the “10-K”), with the Securities and Exchange Commission (“SEC”) should no longer be relied upon due to changes required to classification of temporary equity and permanent equity described above.
In light of this error, it was determined that it is appropriate to amend and restate the Company’s (i) audited financial statements for the period from May 13, 2020 (inception) through December 31, 2020 and audited balance sheet as of December 31, 2020 included in the Company’s 10-K, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on June 10, 2021, (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 13, 2021, and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (“Q3 Report”), filed with the SEC on November 15, 2021. The Company plans to reflect this reclassification of equity and restate its financial statements for the Non-Reliance Periods in an Amendment No. 2 to its 10-K and in an amendment to its Q3 Report.
The reclassification of amounts from permanent equity to temporary equity results in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. The Company does not expect any of these changes to have an impact on its cash position or cash held in its trust account.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Withum. Withum was provided with a copy of the disclosures made herein and was given the opportunity, no later than the day of the filing of this Current Report on Form 8-K, to review these disclosures.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |
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: November 22, 2021 | |||