NBSTW Newbury Street Acquisition Corporation

 

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 5, 2024

 

 

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 issued by the Target, dated September 5, 2024, announcing a five-year partnership between the Target and Google Cloud to provide brands solutions to harness the 3D web and AI to enhance engagement across various sectors, including e-commerce, sports and entertainment, education and customer care.

 

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, 2023, which was filed with the SEC on June 5, 2024, 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, 2023, 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 September 5, 2024.
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: September 5, 2024
	Newbury Street Acquisition Corporation
	By:	/s/ Thomas Bushey
		Thomas Bushey
		Chief Executive Officer

 

 

3

Exhibit 99.1

 

 

 

Infinite Reality and Google Cloud Ink Five-Year Strategic Partnership to

Drive Innovation, Adoption and Scale of Immersive Digital Experiences

 

iR’s Suite of Products Get AI Boost from Google Cloud’s Gemini Models

 

 

Norwalk, CT, September 5, 2024 -- Infinite Reality (iR)^TM, an innovation company driving the next generation of digital media and e-commerce through artificial intelligence (AI), spatial computing, extended reality, and other immersive technologies, announced today a five-year partnership with Google Cloud to provide brands solutions to harness the 3D web and AI to enhance engagement across various sectors, including e-commerce, sports and entertainment, education and customer care.

 

This partnership arrives as Gen Z and Millennials are increasingly merging their digital and physical worlds, with 92% of Gen Z reporting¹ they are interested in AR shopping experiences. As the $35 billion immersive tech market² continues to grow and websites with 3D and AR assets see increased traffic and 5x more organic engagement³, brands have an opportunity to further capture and monetize next-gen audiences. By combining iR’s cutting-edge immersive tech with Google Cloud’s infrastructure and Gemini models, partners can seamlessly create innovative, widely accessible spatial experiences without specialized external hardware. The partnership will empower brands to optimize engagement, monetization, and loyalty through high-quality digital interactions, positioning them to meet evolving consumer demands and expectations and drive business growth.

 

1

Gen Z in 2022 Culture, Commerce, and Conversations

2

Immersive Technology Market Size And Share Report, 2030

3

The eCommerce Guide to ROI in 3D and Augmented Reality

 

 

 

John Acunto, co-founder and CEO of Infinite Reality, said, “Our partnership with Google Cloud catapults our product roadmap and provides us with the level of infrastructure support that’s critical for scale. Together with Google Cloud and our customers, we are opening doors to exciting opportunities in the immersive web space.”

 

Anil Jain, Global Managing Director, Strategic Consumer Industries at Google Cloud said, “Cloud-powered, 3D worlds are ushering in a new era of digital interaction. By partnering with Google Cloud and utilizing our Gemini models, Infinite Reality is redefining customer engagement, enabling businesses to forge deeper connections through immersive experiences.”

 

Infinite Reality’s President, Global Business Ventures and Partnerships, Rachel Jacobson said, “Through our partnership with Google Cloud, we are designing new, inclusive tools for brands to connect with a 21st-century audience and reimagine the digital landscape across key verticals including e-commerce, sports, entertainment, and education.”

 

With Google Cloud and Infinite Reality, brands will be able to:

 

●

Create AI-powered, 3D virtual worlds

 

●

Seamlessly integrate immersive environments into existing websites and apps

 

●

Deploy AI-powered ambassadors for enhanced customer service, sales, and community management

 

●

Access powerful analytics on how their worlds are engaging visitors

 

These capabilities will transform key customer categories including:

 

●

E-commerce: Immersive shopping such as 3D product visualization and AI-enabled customer and sales support

 

●

Sports & Entertainment: Digital twins of venues and events to scale attendance and onsite engagement, offering virtual meet-and-greets, shared community viewing, and exclusive content

 

●

Education & Recruitment: Interactive classes and job fairs, to talent recruitment and upskilling

 

●

Customer Service: AI-powered agents providing unique, hyper-personalized support

 

Infinite Reality will develop turnkey immersive solutions for Google Cloud customers.

 

 

 

About Infinite Reality

 

Infinite Reality (iR)^™ is an innovation company powering the next generation of digital media, commerce and community through AI, spatial computing and other immersive technologies. iR’s suite of cutting-edge software, production, marketing services, and other capabilities empower brands and creators to craft inventive digital experiences that uplevel audience engagement, data ownership, monetization, and brand health metrics. Infinite Reality’s portfolio includes:

 

●

iR Engine: The world’s most advanced 3D engine designed for the web browser.

 

●

iR Studio: A low-code and no-code SaaS solution that enables brands, creators, and developers to build and deploy immersive projects.

 

●

iR Enterprise Solutions: A partnerships organization that collaborates with Fortune 1000 companies and governments to create bespoke virtual experiences such as immersive apps, games, digital twins, media and more.

 

●

Drone Racing League: The world’s premier professional drone racing property reaching 90MM fans.

 

●

Thunder Studios: An Emmy Award-winning and fully-integrated entertainment services, production, and broadcasting company. The studio includes 14 sound stages, a dedicated esports arena, and an XR (Extended Reality) stage.

 

●

TalentX: A creator talent management firm that manages hundreds of top-rated influencers, musicians, and performers reaching 200+ million followers.

●

Fearless Media: A digital marketing agency that offers creative strategy, social content, traditional advertising, email campaigns, media planning, and custom analytics to optimize reach and return.

 

The company is backed by an impressive roster of investors including RSE Ventures, Liberty Media, Lux Capital, Lerer Hippeau, MGM, CAA, T-Mobile Ventures, Courtside VC, Exor, Terracap, IAC, Live Nation, as well as notable individuals such as Steve Aoki, Imagine Dragons, and NBA player Rudy Gobert. For more information, visit theinfinitereality.com.

 

Investor Contact

Brett Milotte, ICR

Brett.Milotte@icrinc.com

 

Media Contact

press@theinfinitereality.com

 

 

3

v3.24.2.u1

Cover	Sep. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2024
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
Entity Address, Address Line Two	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

---