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): December 12, 2022
Newbury Street Acquisition Corporation
(Exact name of registrant
as specified in its charter)
Delaware |
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001-40251 |
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85-3985188 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
121 High Street, Floor 3
Boston,
MA |
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02110 |
(Address of Principal Executive Offices) |
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(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:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading
Symbol(s) |
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Name of each exchange on
which registered |
Units,
each consisting of one share of Class A ordinary shares and one-half of one redeemable warrant |
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NBSTU |
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The Nasdaq
Stock Market LLC |
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Common
Stock, par value $0.0001 per share |
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NBST |
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The Nasdaq
Stock Market LLC |
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Redeemable
warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
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NBSTW |
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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 x
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 8.01 Other Events.
On December 12, 2022, Newbury Street Acquisition Corporation, a special
purpose acquisition company and Delaware corporation (“NBST”) and Infinite Reality, Inc., a Delaware corporation (“Infinite
Reality”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated December 12, 2022
(the “Merger Agreement”), by and among (i) NBST, (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a
direct wholly-owned subsidiary of NBST (“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 NBST and Pubco, the “Purchaser Parties”),
and (v) Infinite Reality.
The Merger Agreement provides that, among other things and upon the
terms and subject to the conditions thereof, the transactions among the parties thereto will be consummated as follows (together with
the other agreements and transactions contemplated by the Merger Agreement, the “Mergers”):
| · | Purchaser Merger Sub will merge with and into NBST, with NBST continuing as the surviving entity; |
| · | Company Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity; and |
| · | NBST and Infinite Reality will become direct wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company. |
A copy of the joint press release is attached hereto as Exhibit 99.1.
The information required by Item 1.01, including a copy of the Merger
Agreement and related transaction agreements, will be filed with the Securities and Exchange Commission (the “SEC”)
in a separate Current Report on Form 8-K.
Important Information and Where to Find It
In connection with the proposed business combination, NBST 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, NBST will mail the definitive proxy statement/final prospectus to holders of shares of NBST’s common stock
of a record date to be established in connection with NBST’s solicitation of proxies for vote by NBST shareholders with respect
to the proposed business combination and other matters as described in the proxy statement/prospectus. NBST 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 NBST, Infinite Reality 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
NBST, Infinite Reality and their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of proxies from the shareholders of NBST in connection with the proposed
transaction under the rules of the SEC. Information about the directors and executive officers of NBST and their ownership of shares of
NBST's common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC
on March 31, 2022, and in subsequent documents filed with the SEC, including the joint proxy statement/prospectus referred to above. 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
"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. NBST and Infinite
Reality 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 NBST's and Infinite Reality’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 NBST '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 NBST’s Annual Report on Form 10-K for the year ended December 31, 2021, 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 NBST nor Infinite Reality 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, NBST and Infinite Reality 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:
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: December 12, 2022
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Newbury Acquisition Corporation |
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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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