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 14, 2023
Newbury
Street Acquisition Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-40251 |
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85-3985188 |
(State or Other Jurisdiction
of Incorporation) |
|
(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) |
|
(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 |
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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 Common Stock and one-half of one redeemable warrant |
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NBSTU |
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The Nasdaq Stock Market LLC |
Common Stock, par value $0.0001 per share |
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NBST |
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The Nasdaq Stock Market LLC |
Warrants, each exercisable for one share of Common Stock for $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 ☒
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 issued by the Target,
dated December 14, 2023, announcing the Target’s partnership and share exchange with Greenidge Generation Holdings Inc. (NASDAQ:
GREE), a vertically-integrated cryptocurrency datacenter and power generation company, 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: December 14, 2023
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Newbury Street Acquisition Corporation |
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By: |
/s/ Thomas Bushey |
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Thomas Bushey |
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Chief Executive Officer |
Exhibit 99.1
Infinite Reality, Global Leader Powering AI-Virtual
Immersive
Experiences Announces Strategic Partnership with Greenidge
Generation Holdings (Nasdaq: GREE)
Infinite Reality plans to go public in early
2024 via Newbury Street Acquisition Corporation (Nasdaq: NBST)
NORWALK, Conn. – December 14, 2023 –
Infinite Reality, Inc. (“iR” or the “Company”), the global leader in powering AI-virtual immersive experiences
for clients such as Warner Bros. Discovery, Inc., Vodafone Group plc and Universal Music Group N.V., today announced a partnership and
equity swap with Greenidge Generation Holdings Inc. (Nasdaq: GREE) (“Greenidge”), a vertically-integrated cryptocurrency data
center and power generation company that will launch a new service-offering known as GreenidgeAI.
“We are excited to go public with the NBST
acquisition in 2024 as we continue growing our capabilities to power cinematic-quality immersive experiences for our clients. The NBST
team have been great partners supporting our mission to be the leader in the AI revolution. Moreover, the Greenidge team will provide
iR and its clients with customized state-of-the-art data center solutions designed specifically for AI and powering immersive experiences,”
said John Acunto, CEO of iR.
Partnership Details
Pursuant to the partnership between iR and Greenidge:
| ● | Greenidge will provide infrastructure and graphics-processing unit (“GPU”) needs for iR clients,
while iR will receive a profit share on Greenidge data centers and preferred pricing for its own internal data center needs. |
| ● | iR and Greenidge will evaluate developing a new data center. |
| ● | iR has the ability to leverage Greenidge’s access to additional sources of low-cost power as needed. |
| ● | iR’s brands are empowered and enabled to take control of their data and improve performance, while
reducing iR’s costs and improving profit margins. |
| ● | By owning its own data centers and locking in long-term energy contracts, iR will save at least $0.70
on every dollar it would spend with third-party providers while increasing control over product delivery. |
Equity Swap Agreement
| ● | Provides for iR obtaining shares of Greenidge valued at $8.33 per share in exchange for an equivalent
amount of iR stock reflecting a $2.5 billion valuation. |
| ● | Grants iR a one-year warrant to purchase shares of Greenidge stock at $7.00 per share, the proceeds of
which will be used by Greenidge in connection with the development of a new datacenter. |
| ● | Grants Greenidge a one-year warrant to purchase an equivalent value of iR shares as provided in the iR
warrant, reflecting a $2.5 billion valuation of iR, the proceeds of which will be used for general working capital purposes. |
GreenidgeAI will be iR’s exclusive provider
in the United States and Canada of specialized infrastructure, including data centers utilizing GPUs to support generative Artificial
Intelligence (“AI”) workstreams, including immersive experiences and other applications requiring high performance computing.
Additionally, iR and Greenidge will explore jointly designing and building a new data center to enhance iR’s offerings, spearhead
its growth and provide clients with lower-cost GPU access. This effort will be powered by Greenidge’s access to low-cost power and
leading engineers with experience designing and building data centers.
As a result of this partnership, iR will be better
able to serve its clients in a fast-growing industry and continue to accelerate audience engagement through cinematic-quality virtual
environments, while being the only player in the space to provide brands with direct access to their audiences and customer data.
"These customized solutions are necessary
as more and more companies begin to realize that AI is transforming everything, but AI is nothing without data. iR's entire platform allows
brands and creators to own their own data, own their own experiences and own their customer interactions. The partnership will expedite
our growth and provide us with greater ability to innovate for our clients and serve them the best experiences for their targeted audiences,
while removing big tech’s stranglehold on the cost of data. Outside of the current framework, we look forward to working with the
Greenidge team on entrepreneurial ventures that will position both companies exceptionally well for a long-lasting relationship in other
profitable business lines,” added Acunto.
***
About Infinite Reality
Infinite Reality (“iR”) is an innovative
technology and entertainment company specializing in the development of cutting-edge, AI-powered immersive experiences. iR’s immersive
experiences enable brands and creators to fully control the ways in which they distribute content, engage audiences, and commercialize
their creations, while also giving them ownership over their data. With its deep expertise in Hollywood production, iR develops immersive
experiences that maximize the value between brands, content, and audiences and redefine the possibilities in connected digital environments.
The Creative Services and Advisory teams advise, manage, design, and oversee custom builds, leveraging the Technology team’s platform
development expertise. The Entertainment and Content Creation division produces breathtaking original content and live events featuring
the world’s most in-demand talent. iR’s Agency attracts, cultivates, and builds client audiences while iR’s digitally
native brands, including premier influencer management agency TalentX Entertainment, increase awareness and adoption of immersive opportunities.
About Newbury Street Acquisition Corporation
Newbury Street Acquisition Corporation (NASDAQ:
NBST) (“NBST”) is a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. NBST is
sponsored by Newbury Street Acquisition Sponsor LLC. NBST is led by Thomas Bushey, Chief Executive Officer and Kenneth King, Chief Financial
Officer. NBST’s directors include Jennifer Vescio (Chief Business Development Officer at Uber), Matthew Hong (Former COO of Turner
Sports), and Teddy Zee (Former EVP of Columbia Pictures). Additionally, NBST’s advisors include Ted Seides (Capital Allocators),
Katie Soo (Former HBO Max and WB) and Maurice Koo (Rockpool Capital).
About Greenidge Generation Holdings Inc.
Greenidge Generation Holdings Inc. (NASDAQ: GREE)
is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement,
construction management, operations and maintenance of sites.
Important Information and Where to Find It
In connection with the proposed NBST business
combination, NBST and Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of NBST (“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, NBST will mail the definitive proxy statement/final prospectus
to holders of shares of NBST 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, iR 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 and iR and their respective directors, executive
officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of NBST in connection with
the proposed transactions 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, 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. NBST and iR 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 iR’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,
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 press release 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 iR 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 iR 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.
For further information, please contact:
iR and NBST:
Media Contact
Press@theinfinitereality.com
Investor Contact
Investors@theinfinitereality.com
Greenidge:
Investor Relations
investorrelations@greenidge.com
Media Inquiries
media@greenidge.com
GPU Rental Services
ai@greenidge.com
###
4
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