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.
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