8-K: Newbury Street Acquisition Corp. Auditor Resigns

Newbury Street Acquisition Corporation announces the resignation of Marcum LLP as its independent registered public accounting firm, effective November 21, 2025.

Summary

• Marcum LLP resigned as the independent registered public accounting firm for Newbury Street Acquisition Corporation on November 21, 2025.
• Marcum's audit reports on the financial statements as of December 31, 2023, and 2022, did not provide an adverse opinion or disclaimer of opinion, but contained an explanatory paragraph regarding the company's ability to continue as a going concern.
• For the two most recent fiscal years and the subsequent interim period through November 21, 2025, there were no disagreements between the company and Marcum on matters of accounting principles, financial statement disclosures, or auditing scope.
• Material weaknesses in internal control over financial reporting were identified and described in the company's Annual Reports on Form 10-K for the years ended December 31, 2023, and 2022, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.
• Marcum LLP confirmed its agreement with the statements made by the company in this Current Report on Form 8-K regarding their resignation in a letter dated November 26, 2025.

Sentiment

Score: 3

Explanation: The resignation of the independent auditor, coupled with prior disclosures of a 'going concern' explanatory paragraph and 'material weaknesses' in internal control over financial reporting, indicates significant financial reporting and operational challenges for the company, leading to a negative sentiment.

Positives

• No disagreements on matters of accounting principles or practices, financial statement disclosures, or auditing scope or procedures were reported between the company and Marcum LLP.
• Marcum's audit reports did not provide an adverse opinion or disclaimer of opinion on the company's financial statements.

Negatives

• Marcum's audit reports for December 31, 2023, and 2022, contained an explanatory paragraph regarding the company's ability to continue as a going concern.
• Material weaknesses in internal control over financial reporting were identified for the fiscal years ended December 31, 2023, and 2022, and the quarter ended March 31, 2024.

Risks

• The company's ability to continue as a going concern, as highlighted by an explanatory paragraph in previous audit reports.
• Material weaknesses in internal control over financial reporting, which could impact the reliability and accuracy of financial statements and increase the risk of financial misstatement.

Future Outlook

NA

Management Comments

• Thomas Bushey, Chief Executive Officer, signed the report on behalf of Newbury Street Acquisition Corporation.

Industry Context

The resignation of an independent auditor, while not uncommon, often prompts scrutiny, especially when coupled with previously disclosed 'going concern' issues and 'material weaknesses' in internal controls. For Special Purpose Acquisition Companies (SPACs) or companies in similar stages, maintaining robust financial reporting and internal controls is crucial for investor confidence and successful business combinations. This event places additional pressure on the company to demonstrate financial stability and strong governance.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential decrease in investor confidence and increased scrutiny due to the auditor change, existing going concern issues, and identified internal control weaknesses.
• Creditors: May increase their assessment of credit risk due to the going concern explanatory paragraph and the change in auditor.
• Management: Faces immediate pressure to appoint a new independent auditor and to address the identified material weaknesses in internal control over financial reporting.

Key Dates

Recommendation

The combination of a 'going concern' explanatory paragraph in previous audit reports, persistent 'material weaknesses' in internal control over financial reporting, and the resignation of the independent auditor, Marcum LLP, signals significant underlying operational and financial reporting risks. While no disagreements were reported, these factors collectively suggest a high level of uncertainty and potential for future negative developments, making the stock a high-risk investment. A seasoned investor would likely consider selling to mitigate exposure to these fundamental issues.

Keywords

Newbury Street Acquisition Corporation, Marcum LLP, auditor resignation, independent registered public accounting firm, 8-K filing, going concern, internal control weaknesses, corporate governance, SEC filing