Form 8-K - Current report

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): July 17, 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 July 17, 2023, announcing the Target’s promotion of two of its top executives 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:

Exhibit No.		Description
99.1		Press Release, dated July 17, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 17, 2023

Newbury Street Acquisition Corporation

By:	/s/ Thomas Bushey
	Thomas Bushey
	Chief Executive Officer

Exhibit 99.1

Infinite Reality Promotes Top Talent to Drive Innovation and Entertainment Opportunities

Elliott Jobe and Sean Cross Promoted to President Roles at Leading Technology, Entertainment, and Innovation Company;

Scott Waldbaum joins as General Counsel

LOS ANGELES, Calif. - July 17, 2023 - Infinite Reality (iR), a leading provider of cutting-edge immersive virtual experiences, is delighted to announce the promotion of two of its top executives. Elliott Jobe, co-founder and Chief Innovation Officer has been elevated to President and Chief Innovation Officer of iR, while Sean Cross, formerly President, Global Business Development and Revenue, has been promoted to President, iR Entertainment. The company is thrilled to have these two seasoned professionals taking on new leadership roles as it looks to broaden and transform the immersive experiences landscape across multiple industries. In addition, Scott Waldbaum has joined the Company as Senior Vice President, General Counsel, and Assistant Corporate Secretary.

Elliott Jobe is a true trailblazer in the realm of live-action digital set work, earning patents related to live-action lighting and compositing, and has been widely recognized with several prestigious awards, including Sports Emmy Awards, a Key Art Award, and over a dozen PromaxBDA Awards. Elliott’s creativity, passion, and technical expertise led him to establish his own independent studio, known for its groundbreaking photo realistic works, where he produced documentaries and films with the likes of Pietro Scalia and Oliver Stone. He also collaborated with experiential director/producer Helix Wolfson to bring Burning Man 2020 to life as an interactive virtual festival experience during COVID. Elliott’s promotion to President is a testament to his steadfast commitment to the company and his exceptional contributions to the relatively nascent field of immersive digital experiences.

Sean Cross brings a wealth of experience in business and technology strategy, marketing, and executive leadership to his new role as President, iR Entertainment. With twenty-five years of consistent leadership, he has worked with top-tier companies such as Google, News Corp, Samsung, YouTube, and Bank of America, providing critical support in capital raising, mergers and acquisitions, sales, branding, advertising, product development, and business partnership development. Transitioning from President, Global Business Development and Revenue to President, iR Entertainment, Sean’s strong track record of driving growth and profitability in both corporate and entrepreneurial environments will undoubtedly drive the company’s entertainment offerings to new heights.

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“In promoting Elliott and Sean to these leadership roles, Infinite Reality further cements its commitment to securing and retaining top talent and driving innovation throughout our organization,” said John Acunto, co-founder and CEO of Infinite Reality. “Their exceptional contributions and leadership have been integral to our success thus far, and we’re thrilled to see them take on new challenges as we continue our extraordinary growth. We also warmly welcome Scott Waldbaum to the team and know that he will be a valuable asset to our organization.”

Scott Waldbaum is an experienced general counsel with over 24 years of experience practicing law with high-growth startup companies, privately held companies, public companies, and global law firms. Scott was previously Global General Counsel and Global Secretary at Droga5, LLC, a high growth advertising agency which was acquired by Accenture, where he oversaw and led all global legal matters, provided business-oriented legal advice to management on all legal matters, and structured, drafted, and negotiated a wide range of commercial agreements and transaction documents. Prior to that, Scott’s career included working as a corporate attorney at global law firms including White & Case LLP and Proskauer Rose LLP.

With these executive promotions and additions, Infinite Reality bolsters its already impressive team of professionals who will help build a future where industries such as entertainment, education, healthcare, real estate, government, sports, and more are transformed by their work. The company is dedicated to creating transformative solutions that change the way people communicate, interact, learn, and explore.

About Infinite Reality, Inc.

Infinite Reality (iR) helps clients with audiences develop immersive experiences that convert those audiences into users. An iR powered virtual experience enables brands and creators to fully control the ways in which they commercialize their creations, distribute content, and communicate with their communities. With deep expertise in Hollywood production, iR develops world-class products and experiences that upend traditional, passive one-way viewership of events and static online retail transactions while shaping the future of audience engagement, brand loyalty, and fan commitment. The Services and Advisory teams manage, design, and oversee custom builds, leveraging the Technology team’s platform development expertise. Infinite Reality’s products are hardware agnostic, do not require any special equipment, and can be viewed and experienced on laptop, desktop, mobile phone, tablet, and Smart TV. iR Studios, one of the largest independent production studios in the country, works collaboratively with iR’s expert Innovation team to develop proprietary technology for Metaverse creation and immersive experiences, including live event virtualization and remote collaboration tools, from their 150,000 sq. ft. state-of-the-art facility. Visit theinfinitereality.com.

CONTACT:

Mark Smith

JPR Communications

Press@theinfinitereality.com

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Cover	Jul. 17, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2023
Entity File Number	001-40251
Entity Registrant Name	Newbury Street Acquisition Corporation
Entity Central Index Key	0001831978
Entity Tax Identification Number	85-3985188
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	121 High Street, Floor 3
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	893-3057
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-half of one redeemable warrant
Trading Symbol	NBSTU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NBST
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50
Trading Symbol	NBSTW
Security Exchange Name	NASDAQ