Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
16 Novembro 2021 - 8:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001- 40251
(Check One):
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¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR
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For Period Ended: September 30, 2021
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¨
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Transition Report on Form 10-K
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¨
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Transition Report on Form 20-F
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¨
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Transition Report on Form 11-K
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¨
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Transition Report on Form 10-Q
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For the Transition Period Ended: ____________
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
PART I – REGISTRANT INFORMATION
Newbury
Street Acquisition Corp.
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Full Name of Registrant
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N/A
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Former Name, if Applicable
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8 Newbury Street
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Address of Principal Executive Office (Street and Number)
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Boston, MA 02116
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City, State and Zip Code
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PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period. (Attached Extra Sheets if Needed)
Newbury Street Acquisition Corp. (the “Company”)
is reevaluating the classification of its common stock subject to possible redemption, which were issued in connection with the Company’s
initial public offering. In particular, Accounting Standards Codification (“ASC”) 480-10-S99, Distinguishing Liabilities from
Equity, requires common stock with redemption features that are not solely within the Company’s control to be classified outside
of permanent equity. The Company previously classified a portion of the common stock included in the units sold in the Company’s
initial public offering in permanent equity. In connection with the reevaluation, the Company anticipates that its common stock subject
to possible redemption will be reclassified as temporary equity in their entirety.
The Company is concurrently evaluating the materiality
of the anticipated reclassification, revision to earnings per share and other related accounting matters in accordance with Staff Accounting
Bulletin No. 99 and No.108. The Company is working diligently to complete the Form 10-Q for the quarterly period ended September 30, 2021 (the “Form
10-Q”) as soon as possible; however, given the scope of the process for determining the appropriate treatment of the Class A common
stock subject to possible redemption in accordance with ASC 480-10-S99, the Company is unable to complete and file the Form 10-Q by the
prescribed due date without unreasonable effort and expense. The Company anticipates that it will file its Form 10-Q within the five-day
grace period provided by Exchange Act Rule 12b-25.
PART IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification:
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Thomas Bushey
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+617
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893-3057
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes ¨ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
¨Yes x No
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Cautionary Note Regarding Forward-Looking Statements
This Notification of Late Filing on Form 12b-25
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are
intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of
the Company’s management and are subject to significant risks and uncertainties. The statements above regarding the impact of the
SEC guidance on the Company’s accounting for its public shares, constitute forward-looking statements that are based on the Company’s
current expectations. Because these forward-looking statements involve risks and uncertainties, there are important factors that could
cause future events to differ materially from those in the forward-looking statements, many of which are outside of the Company’s
control. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects,
see “Risk Factors” in the Company’s final prospectus for its initial public offering, quarterly reports and subsequent reports filed with the SEC, as amended
from time to time. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events
that may arise after the date of the forward-looking statements.
Newbury Street
Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 15, 2021
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By:
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/s/ Thomas Bushey
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Thomas Bushey
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Chief Executive Officer
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Newbury Street Acquisition (NASDAQ:NBSTU)
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