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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): September 22, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07
of this Current Report on Form 8-K is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Special Meeting
On September 22, 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 September 5, 2023 (the “Proxy Statement”). An aggregate
of 7,004,694 shares of the Company’s common stock, or approximately 78.5% of the outstanding shares of common stock entitled to
vote as of the record date of August 28, 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, as amended, 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 September 25, 2023 to March 25, 2024 (the “Extension Proposal”).
The final voting results for the Extension
Proposal were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
6,895,584 |
|
109,110 |
|
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 |
6,888,623 |
|
116,071 |
|
0 |
There were no broker non-votes in connection
with the Extension Proposal and Adjournment Proposal.
Charter Amendment
On September 22, 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 September 25,
2023 to March 25, 2024.
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 Contribution
In connection with approval of the Extension Proposal, the holders
of 3,060,282 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.41 per share, for an aggregate redemption amount of approximately $31,857,535.62. As a result, approximately $31,857,535.62
will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 2,039,570 Public
Shares.
Also in connection with the approval
of the Extension Proposal, Infinite Reality, Inc. (“Infinite Reality”) agreed to contribute to the Company the lesser of
(i) $62,500 per month or (b) $0.025 for each Public Share on a monthly basis that is not redeemed in connection with the Extension
Amendment for the Extension (commencing on September 23, 2023 and on the 23rd day of each subsequent month) until
March 25, 2024 (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.
The foregoing description is qualified
in its entirety by reference to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on
September 5, 2023.
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: September 22, 2023
|
Newbury Street Acquisition Corporation |
|
|
|
By: |
/s/
Thomas Bushey |
|
|
Thomas Bushey |
|
|
Chief Executive Officer |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NEWBURY STREET ACQUISITION CORPORATION
Pursuant to Section 242 of the
Delaware General Corporation Law
Newbury Street Acquisition Corporation,
a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer,
hereby certifies as follows:
| 1. | The name of the Corporation is “Newbury Street Acquisition
Corporation.” |
| 2. | The Corporation’s Certificate of Incorporation was
filed in the office of the Secretary of State of the State of Delaware on November 6, 2020. An Amended and Restated Certificate
of Incorporation filed with the Secretary of State of the State of Delaware on January 15, 2021. A Second Amended and Restated Certificate
of Incorporation was filed with the Secretary of State of the State of Delaware on March 22, 2021, as amended by the Certificate
of Amendment filed with the Secretary of State of the State of Delaware on March 23, 2023 (the “Second Amended and Restated
Certificate of Incorporation”). |
| 3. | This Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation amends the Second Amended and Restated Certificate of Incorporation. |
| 4. | This Certificate of Amendment to the Second Amended and Restated
Certificate of Incorporation was duly approved and adopted by the Board of Directors of the Corporation and the stockholders of the Corporation
entitled to vote thereon at a meeting of stockholders, in each case in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware. |
| 5. | The text of Section F of Article SIXTH of the Second
Amended and Restated Certificate of Incorporation is hereby amended to read in full as follows: |
In the event that the Corporation does not
consummate a Business Combination by 36 months after the consummation of the IPO (or, if the Office of the Delaware Division of Corporations
shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware
Division of Corporations shall be open) (or such later date pursuant to the extension set forth under this paragraph, the “Termination
Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as
reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption
price per share equal to the amount then held in the Trust Account, less any interest for any income or other taxes payable, divided
by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders,
including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of
the DGCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution
of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve
and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the DGCL
to provide for claims of creditors and other requirements of applicable law.
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to be signed by Thomas Bushey,
its Chief Executive Officer, as of the 22nd day of September, 2023.
|
NEWBURY
STREET ACQUISITION CORPORATION |
|
|
|
/s/
Thomas Bushey |
|
By: |
Thomas Bushey |
|
Title: |
Chief Executive Officer |
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Entity Central Index Key |
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Entity Tax Identification Number |
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