Item 5.07. Submission of Matters to a Vote of Security Holders.
Special Meeting
On March 21, 2023, Newbury Street Acquisition Corporation (the “Company”)
held a special meeting of stockholders (the “Special Meeting”) to approve the Extension Proposal and the Adjournment Proposal,
each as defined below and more fully described in the Company’s definitive proxy statement, filed with the Securities and Exchange
Commission on March 3, 2023 (the “Proxy Statement”). An aggregate of 13,365,174 shares of the Company’s common stock,
or 80.2% of the outstanding shares of common stock entitled to vote as of the record date of February 22, 2023, were represented in person
or by proxy at the Special Meeting.
The following is a brief description of the final voting results for
each of the proposals submitted to a vote at the Special Meeting:
Proposal 1 – The Extension Proposal
Stockholders approved the proposal to amend the Company’s Second
Amended and Restated Certificate of Incorporation to extend the date by which the Company must (1) consummate a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (an “initial business
combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business
combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”)
included as part of the units sold in the Company’s initial public offering (the “Public Shares”) from March 25,
2023 to September 25, 2023 (the “Extension Proposal”).
The final voting results for the Extension Proposal were as follows:
| Votes For | |
Votes Against | |
Abstentions |
| 13,355,147 | |
10,027 | |
0 |
Proposal 2 – The Adjournment Proposal
Stockholders approved an adjournment of the Special Meeting to a later
date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”). An adjournment
of the Special Meeting was not necessary.
The final voting results for the Adjournment Proposal were as
follows:
| Votes For | |
Votes Against | |
Abstentions |
| 13,348,168 | |
17,006 | |
0 |
There were no broker non-votes in connection with the Extension Proposal
and Adjournment Proposal.
Charter Amendment
On March 23, 2023, the Company filed an amendment to its Second Amended
and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to
extend the date by which the Company has to consummate a business combination to from March 25, 2023 to September 25, 2023.
The foregoing description of the Charter Amendment is qualified in
its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Redemptions and Note
In connection with approval of the Extension Proposal, the holders
of 7,744,085 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.17 per share, for an aggregate redemption amount of approximately $78,770,623. As a result, approximately $78,770,623
will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 8,917,715 shares
of common stock outstanding.
Also in connection
with the approval of the Extension Proposal, Newbury Street Acquisition Sponsor LLC (the “Sponsor”), agreed to contribute
to the Company as a note (i) the lesser of (a) an aggregate of $600,000 or (b) $0.04 for each Public Share on a
monthly basis that is not redeemed in connection with the Extension Amendment for the portion of the Extension ending on June 23,
2023 (the “Initial Contribution”); plus, (ii) an aggregate of $200,000 per month (commencing on June 23, 2023 and
on the 23rd day of each subsequent month) until September 25, 2023 (each, an “Extension Period”), or portion
thereof, that is needed to complete an initial business combination, which amount will be deposited into the trust account.
On March 22, 2023, the Company amended and restated the promissory
note dated November 23, 2020 (the “Amended Promissory Note”) to increase the principal amount of up to $900,000 to up to $2,100,000,
pursuant to which the Sponsor agreed to loan to the Company up to such amount.
On March 24, 2023, the Company deposited the Initial Contribution and will deposit an
aggregate of $200,000 per month during each Extension Period, or portion thereof, that is needed to complete an initial business combination,
which amount will be deposited into the trust account.
The Amended Promissory Note bears no interest and is repayable in full
upon the earlier of (a) the date of the consummation of the initial business combination or (b) the date of the liquidation of the Company.
The issuance of the Amended Promissory Note was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference
to the Amended Promissory Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporate herein by reference.