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): June 27, 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
7.01. Regulation FD Disclosure.
As
previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation, a Delaware Corporation (the “Purchaser”),
entered into an Agreement and Plan of Merger (the “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”).
A
copy of a press release, dated June 27, 2023, announcing the Target's appointment of François Ribeiro as Chief Executive Officer
of its European division is attached hereto as Exhibit 99.1 and incorporated by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”) or the Exchange Act.
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 U.S.
Securities and Exchange Commission (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.
Forward
Looking Statements
This
communication contains "forward-looking statements," within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. 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:
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:
June 27, 2023
|
Newbury
Street Acquisition Corporation |
|
|
|
|
By: |
/s/
Thomas Bushey |
|
|
Thomas
Bushey |
|
|
Chief
Executive Officer |
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