NBSTU Newbury Street Acquisition Corporation

 

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): July 21, 2023

 

Newbury Street Acquisition Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-40251		85-3985188
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

121 High Street, Floor 3
Boston, MA		02110
(Address of Principal Executive Offices)		(Zip Code)

 

(617) 893-3057

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one redeemable warrant		NBSTU		The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share		NBST		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $11.50		NBSTW		The Nasdaq Stock Market LLC

 

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 ☒

 

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 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation, a Delaware Corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger, dated May 15, 2023, the “Original Merger Agreement”) by and among (i) the Purchaser, (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Target”).

 

On July 21, 2023, the Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub and the Target entered into a second amendment to the Original Merger Agreement (the “Second Merger Amendment”) to provide for the addition of a new Section 6.24 pursuant to which the Target agrees to pay a “Monthly Extension Fee” of $200,000 per month directly into the Trust Account (as defined in the Merger Agreement) on behalf of the Purchaser, on or before the date when such payment becomes due, until the completion of the Mergers (as defined in the Merger Agreement). In addition, if the Merger Agreement is terminated for any reason other than a breach by Purchaser, the Target agrees to pay all expenses of Purchaser incurred after March 31, 2023, provided that in no event shall such payment exceed $3,000,000 (inclusive of all Monthly Extension Fees paid). In the event that the Mergers are consummated, Purchaser agrees to pay for all transaction expenses up to $10,000,000 in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

 

The foregoing description of the Second Merger Amendment is qualified in its entirety by reference to the Merger Amendment, a copy of which is filed as Exhibit 2.1 to this Form 8-K, and the terms of which are incorporated herein by reference.

 

Important Information and Where to Find It

 

In connection with the proposed business combination, the Purchaser and Pubco, as applicable, plan to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus and other documents relating to the proposed business combination. After the registration statement is declared effective by the SEC, the Purchaser will mail the definitive proxy statement/final prospectus to holders of shares of Purchaser common stock of a record date to be established in connection with the Purchaser’s solicitation of proxies for vote by Purchaser shareholders with respect to the proposed business combination and other matters as described in the proxy statement/prospectus. Purchaser shareholders and other interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/final prospectus, and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed business combination as these materials will contain important information about the proposed business combination. Shareholders will be able to obtain copies of the preliminary and definitive proxy statement/prospectus and other documents containing important information about the Purchaser, the Target and the proposed business combination filed with the SEC once such documents are available on the website maintained by the SEC at www.sec.gov.

 

 

Participants in the Solicitation

 

The Purchaser and the Target and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Purchaser in connection with the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Purchaser and their ownership of shares of the Purchaser’s common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 31, 2023, and in subsequent documents filed with the SEC, including the joint proxy statement/prospectus to be filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed transactions, by security holdings or otherwise, will also be included in the joint prospectus/proxy statement and other relevant materials to be filed with the SEC when they become available.

 

No Offer or Solicitation

 

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed business combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

Forward Looking Statements

 

This communication contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may generally be identified by terminology such as “will,” “shall,” “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words or expressions that predict or indicate future events or trends that are not statements of historical matters. These statements are only predictions. The Purchaser and the Target have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of the Purchaser’s and the Target’s control. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the Purchaser’s ability to obtain the shareholder approval required to consummate the proposed transactions and the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transactions will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the proposed transactions; and (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transactions. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2022, and other filings made with the SEC and that are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither the Purchaser nor the Target can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Purchaser and the Target undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of an unanticipated event.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
2.1		Second Amendment to Agreement and Plan of Merger, dated July 21, 2023.
104		Cover Page Interactive Data File (embedded within 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.

 

Dated: July 27, 2023

 

	Newbury Street Acquisition Corporation
	By:	/s/ Thomas Bushey
		Thomas Bushey
		Chief Executive Officer

 

 

4

Exhibit 2.1

 

Execution Version

 

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER

 

This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022 (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Company”), is made and entered into as of July 21, 2023 by and among Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, and the Company (collectively, the “Parties”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.

Amendments to the Merger Agreement.

 

(a)

a Section 6.24 is hereby added to the Merger Agreement and shall read as follows:

 

Notwithstanding anything to the contrary contained in the Merger Agreement, as amended (including Section 8.3) and Section 1 of the Amendment to Agreement and Plan of Merger, dated May 12, 2023, by and between the Parties, the Company agrees to pay the Monthly Extension Fees (as defined herein) directly into the Trust Account on behalf of Purchaser on or before the date when such payment becomes due. In addition to any remedy or relief provided to Purchaser in the Merger Agreement, if the Merger Agreement is terminated for any reason other than a breach by Purchaser, the Company agrees to pay all Expenses of Purchaser incurred after March 31, 2023, provided that in no event shall such payment exceed $3,000,000 (inclusive of any Monthly Extension Fees paid as described in the preceding sentence). In the event that the Mergers are consummated, Purchaser agrees to pay for all transaction expenses up to $10,000,000 in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement. “Monthly Extension Fee” means the $200,000 per month required to be paid into the Trust Account until the completion of the Mergers.

 

2 Effect of Amendment. Except as expressly provided herein, this Amendment shall not constitute an amendment, modification or waiver of any provision of the Merger Agreement or any rights or obligations of any party under or in respect of the Merger Agreement. Except as modified by this Amendment, the Merger Agreement shall continue in full force and effect. Upon the execution of this Amendment by the Parties, each reference in the Merger Agreement to “this Agreement” or the words “hereunder,” “hereof,” “herein” or words of similar effect referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment, and a reference to the Merger Agreement in any other instrument or document shall be deemed a reference to the Merger Agreement as amended by this Amendment. This Amendment shall be subject to, shall form a part of, and shall be governed by, the terms and conditions set forth in the Merger Agreement, as amended by this Amendment.

 

3. General. The provisions of Sections 10.1 (Notices), 10.2 (Binding Effect; Assignment), 10.3 (Third Parties), 10.4 (Governing Law; Jurisdiction), 10.5 (Waiver of Jury Trial), 10.6 (Specific Performance), 10.7 (Severability), 10.9 (Waiver), 10.11 (Interpretation), 10.12 (Counterparts), and 10.14 (No Recourse) of the Merger Agreement shall apply to this Amendment mutatis mutandis.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	The Purchaser:
	NEWBURY STREET ACQUISITION CORPORATION
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	Chief Executive Officer
	Pubco:
	INFINITE REALITY HOLDINGS, INC.
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	President
	Purchaser Merger Sub:
	INFINITY PURCHASER MERGER SUB INC.
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	President
	Company Merger Sub:
	INFINITY NBIR COMPANY MERGER SUB INC.
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	President

 

[Signature Page to Second Amendment to Merger Agreement]

 

 

 

	The Company:
	INFINITE REALITY, INC.
	By:	/s/ John P. Acunto, Jr.
		Name:	John P. Acunto, Jr.
		Title:	CEO

 

 

[Signature Page to Second Amendment to Merger Agreement]

 

v3.23.2

Cover	Jul. 21, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2023
Entity File Number	001-40251
Entity Registrant Name	Newbury Street Acquisition Corporation
Entity Central Index Key	0001831978
Entity Tax Identification Number	85-3985188
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	121 High Street, Floor 3
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	893-3057
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-half of one redeemable warrant
Trading Symbol	NBSTU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NBST
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50
Trading Symbol	NBSTW
Security Exchange Name	NASDAQ

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