Transaction expected to rapidly expand Infinite Reality's
immersive audiences experiences offerings and accelerate commercial
monetization opportunities
- The transaction is expected to provide up to $128 million in proceeds
- The transaction values the combined company at an equity value
of approximately $1.85 billion,
including approximately $1.7 billion
attributable to Infinite Reality
- Infinite Reality is working with some of the world's biggest
brands, including Warner Bros. Discovery Sports, to foster
immersive virtual experiences and new monetization opportunities in
Web3-enabled showrooms and events
- The company has seen rapid expansion in the past year with new
product launches and acquisitions
NEW YORK and LONDON, Dec. 12,
2022 /PRNewswire/ -- Infinite Reality,
Inc. (iR), the leader in delivering immersive virtual
experiences, and Newbury Street Acquisition Corporation
(Nasdaq: NBST), a special purpose acquisition company ("NBST"),
today announced they have entered into a definitive business
combination agreement. Upon completion of the proposed
business combination, NBST will change its name to Infinite
Reality, Inc., and the combined company's common stock, warrants
and units are expected to be listed on the Nasdaq Stock Market.
Infinite Reality business highlights
Already trusted by some of the world's biggest brands, Infinite
Reality is charting a new path for companies, sports teams,
celebrities, influencers, and other creators to foster immersive
personal connections and commercial opportunities in Web3 enabled
events and showrooms. Moreover, iR makes it easy to enter the
Metaverse, without requiring special hardware, headsets, or
equipment.
iR's tools and services empower companies, innovators, and
artists to develop the richest and most forward-thinking
experiences. The Innovation Team advises, manages, designs, and
oversees these custom builds, leveraging the Technology Team's
platform development expertise, while the Entertainment Team
produces exceptional content and events featuring the world's best
talent.
- In November, iR announced the release of a suite of immersive
digital technology products that redefine how people experience
live events and online shopping. iR's new and revolutionary
INFINITE SKYBOX, INFINITE SHOWROOM, and INFINITE MAINSTREET
plug-and-play virtual environments will provide the necessary
back-end tools, analytics, content moderation, and user management
capabilities for brands to upend the traditional, static one-way
viewership of events and online retail experiences.
- In October, iR entered into multi-year international
partnership with Warner Bros. Discovery Sports to offer a new and
revolutionary way for audiences to engage with their favorite
athletes, retail outlets and brands. Under this partnership, a
preview of the first metaverse experience was unveiled on December
the 2nd, which brought the UCI Track Champions League to
the Web3 world for the first time.
- In July, iR acquired esports and entertainment conglomerate
ReKTGlobal. The acquisition marked iR's first foray into
competitive global esports as they welcomed onboard ReKT-owned
digitally native brands League of Legends LEC champions Team Rogue
and Call of Duty League's London Royal Ravens.
"Our team was blown away by the opportunity Infinite Reality has
to truly revolutionize how people experience the internet in the
future," said Newbury CEO Tom
Bushey. "Infinite Reality has the expertise, innovation, and
scale to be a trailblazer helping brands connect directly with
their audiences and customize their Metaverse experiences. Online
commerce and entertainment will never be the same again. The
creative talent and experience of this team sets iR apart and all
of us at Newbury are excited to be
their long-term partner "
Transaction highlights
After payment of transaction expenses, the net proceeds will be
used to continue to build out infrastructure, expand teams in
Europe, Asia, and the United
States, accelerate marketing of iR's products and services
with a focus on sports and entertainment, music, broadcast, and
brands, and to finance future acquisitions.
"We're thrilled to announce this business combination and
pathway for Infinite Reality to enter the public market. We
continue to empower brands to upend the traditional, static one-way
viewership of events and online retail experiences," said Infinite
Reality CEO John Acunto. "We're
offering the next iteration of the internet with infinite potential
for brands to connect with new audiences and deepen relationships
with their committed fans by offering unique, engaging, and
personalized social experiences, all while creating new
opportunities for commercial monetization."
The proposed business combination is expected to provide up to
$128 million growth capital to
Infinite Reality and is conditioned on minimum cash of $50 million at closing. With this capital, iR
will deliver a product suite that restores sovereign data
ownership while accelerating and amplifying the value chain between
audiences, creators, and brands in bespoke virtual
environments. All current iR shareholders are rolling their
existing equity. Shareholders of Newbury will also receive a contingent value
right as part of the transaction as a result of which they may be
entitled to receive additional shares of the combined company under
certain circumstances. The completion of the proposed business
combination is subject to approval by shareholders of both Infinite
Reality and Newbury, as well as
regulatory and other closing conditions.
Under the terms of the proposed transaction, a new publicly
traded holding company was formed under the name Infinite Reality
Holdings, Inc. ("Pubco") which will have two wholly-owned
subsidiaries, one of which, prior to closing, will merge with and
into iR, with iR surviving, and one of which will merge with and
into NBST, with NBST surviving.
Transaction consideration to security holders of iR will take
the form of newly issued Pubco securities, including Pubco common
stock, options, warrants and units with the total number of Pubco
securities to be determined in accordance with the terms of the
Merger Agreement.
In connection with the transaction, non-redeeming NBST
stockholders and investors that subscribe for shares in a private
placement to be consummated concurrent with the business
combination will receive CVRs entitling holders to certain
down-side price protection and a premium return, subject to trading
prices of Pubco common stock during the 18-month period after the
closing.
The parties expect the transaction to be consummated during the
first quarter of 2023.
A more detailed description of the transaction and a copy of the
Merger Agreement will be included in a Current Report on Form 8-K
to be filed by NBST with the United States Securities and Exchange
Commission (the "SEC").
Advisors
Fried, Frank, Harris, Shriver & Jacobson LLP is serving as
legal counsel to Infinite Reality, Inc. along with Bryan Cave Leighton Paisner, LLP. Akerman
LLP is serving as legal counsel to Newbury Street Acquisition
Corporation.
ABOUT NEWBURY STREET ACQUISITION CORPORATION
Newbury Street Acquisition Corporation ("NBST") is a special
purpose acquisition blank check company ("SPAC") whose business
purpose is to effect formed for the purpose of entering into a
merger, capital stockshare 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, the NBST's Advisors include Ted Seides (Capital Allocators) and Katie Soo (Former HBO Max and WB) and
Maurice Koo (Rockpool Capital).
ABOUT INFINITE REALITY
Infinite Reality (iR) helps clients with audiences develop
immersive Web3 experiences that maximize the value between
audiences, brands, and creators. An iR powered digital experience
enables brands and creators to fully control the ways in which they
distribute content, engage audiences, commercialize their
creations, and communicate with their communities. With its deep
expertise in Hollywood production,
iR develops Metaverse experiences that continuously redefine the
possibilities in connected digital environments.
Our Services and Advisory teams advise, manage, design, and
oversee custom builds, leveraging our Technology team's platform
development expertise. Our 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 championship esports organizations Rogue and the
London Royal Ravens and premier influencer management agency
TalentX Entertainment, increase awareness and adoption of Web3
opportunities. For more information, visit
theinfinitereality.com
MEDIA CONTACT
United States
Rick Cohen, H+K Strategies
E: rick.cohen@hkstrategies.com
D: +1 212 885 0563
M: +1 516 754 4683
Europe & Asia
Giang Nguyen, H+K
Strategies
E: giang.nguyen@hkstrategies.com
M: +44 7771 808 320
INVESTOR CONTACT
Investors@theinfinitereality.com
Important Information About the Proposed Business
Combination
In connection with the proposed business combination, NBST and
Pubco, as applicable, plan to file relevant materials with 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's 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,
Infinite Reality 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, Infinite Reality and their respective directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies from the shareholders of NBST in connection
with the proposed transaction 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, 2021, which was filed with the SEC
on March 31, 2022, and in subsequent
documents filed with the SEC, including the joint proxy
statement/prospectus referred to above. 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 of 1933, as amended.
Forward-Looking Statements
This communication contains "forward-looking statements," within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may generally be identified by
terminology such as "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 Infinite Reality 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 Infinite Reality'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, 2021, 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 Infinite Reality 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 Infinite
Reality 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.
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