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 19, 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: None.
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 1.01. Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation, a Delaware Corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (as amended by the First Amendment to the Agreement and Plan of Merger dated May 15, 2023 (the “First Amendment”), by the Second Amendment to the Agreement and Plan of Merger dated July 21, 2023 (the “Second Amendment”), and by the Third Amendment to the Agreement and Plan of Merger dated February 26, 2024 (the “Third Amendment”, 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”).
On December 19, 2024, Purchaser Parties and Target entered into a Mutual Termination Agreement effective as of such date (the “Mutual Termination Agreement”) pursuant to which they terminated the Merger Agreement. Pursuant to the Mutual Termination Agreement, the Target will make a cash payment to the Purchaser in the amount of $7,000,000 no later than March 1, 2025. Unless the Purchaser is able to negotiate a business combination agreement with a new target by March 25, 2025, it will liquidate the company.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of (i) the Merger Agreement, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on December 15, 2022, (ii) the First Amendment, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by the Company on May 16, 2023, (iii) the Second Amendment, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by the Company on July 27, 2023, and (iv) the Third Amendment, a copy of which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by the Company on February 27, 2024, each of which is incorporated by reference herein. The foregoing description of the Mutual Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Mutual Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Mutual Termination Agreement, dated December 19, 2024, by and among Purchaser Parties and Target. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 20, 2024
| Newbury Street Acquisition Corporation | ||
| By: | /s/ Thomas Bushey | |
| Thomas Bushey | ||
| Chief Executive Officer | ||
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