NBST Newbury Street Acquisition Corporation (CE)

 

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).

 

 

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

 

 

 

Exhibit 10.1

 

TERMINATION AGREEMENT

 

This Termination Agreement (this “Agreement”), dated as of December 19, 2024, is by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (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 “Company,” together with the Purchaser, Pubco, Purchaser Merger Sub and Company Merger Sub, the “Parties”).

 

WHEREAS, the Purchaser, Pubco, Purchaser Merger Sub, Company Merger Sub, and the Company entered into that certain Agreement and Plan of Merger, dated as of December 12, 2022, as amended (the “Merger Agreement”); and

 

WHEREAS, the Parties desire to terminate the Merger Agreement (except for specific provisions set forth herein) and release one another from certain claims pursuant to the Merger Agreement on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

 

1. Termination. Notwithstanding any of the provisions set forth in the Merger Agreement, effective as of the execution of this Agreement (the “Termination Time”) and without further action by any Party, but subject to receipt by the Purchaser of the full amount of the Termination Fee (as defined below) pursuant to Section 2 below, and except for Pubco and its surviving entity’s indemnification obligations pursuant to Section 8 herein and the Specified Retained Claims which shall survive the termination, the Merger Agreement, including all schedules and exhibits thereto, is hereby terminated in its entirety in accordance with Section 8.1 of the Merger Agreement and shall be of no further force or effect whatsoever (the “Termination”).

 

2. Termination Fee. The Company shall pay to the Purchaser a fee in the amount of $7,000,000, by wire transfer in immediately available funds (the “Termination Fee”) to the bank account previously designated in writing by the Purchaser no later than March 1, 2025. The payment of the Termination Fee (together with any amounts payable pursuant to Section 8 below) shall be the sole and exclusive remedy of the Purchaser against the Company and its Subsidiaries, any of their Affiliates and any of their respective Representatives for any loss or damage suffered as a result of the failure of the transactions contemplated by the Merger Agreement or for a breach of, or failure to perform under, the Merger Agreement or any certificate or other document delivered in connection with the Merger Agreement (other than the Confidentiality Agreement). Except with respect to the Specified Retained Claims and the Confidentiality Agreement, and upon payment of the Termination Fee, each of Company and its Affiliates and respective stockholders and Representatives shall have no further liability or obligation relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement, in law, equity or otherwise.

 

 

3. Mutual Release; Disclaimer of Liability. Effective as of the Termination Time, but subject to receipt by the Purchaser of the full amount of the Termination Fee, the Purchaser Parties, on the one hand, and the Company, on the other hand, each on behalf of itself and, to the maximum extent permitted by Law, on behalf of each of its respective former, current or future Subsidiaries, Affiliates, assignees, Representatives, agents, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully, unequivocally and irrevocably release and forever discharge, as applicable, the Purchaser, Pubco and Merger Subs (in the case of the Company) or the Company (in the case of the Purchaser, Pubco and Merger Subs), and, in each case, each of its or their respective former, current or future Subsidiaries, Affiliates, assignees, Representatives, agents, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actions, suits, liens, obligations, accounts, debts, demands, agreements, promises, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Merger Agreement, the transactions contemplated therein or thereby, the Termination or any matter forming the basis for the Termination (collectively, but excluding the Specified Retained Claims, the “Released Claims”).

 

The Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the Parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the Parties might have affected the Parties’ settlement. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR LAW), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Parties acknowledge and agree that the inclusion of this paragraph was separately bargained for and is a key element of this Agreement.

 

 

Notwithstanding anything herein to the contrary, nothing in this Section 3 shall (A) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement, as well as the Confidentiality Agreement, which shall remain in full force and effect in accordance with its respective terms, (B) constitute a waiver or release by any Party of any Claim or rights arising under or related to this Agreement or the Confidentiality Agreement, (C) apply to the Company’s obligations, including indemnification, pursuant to Section 8 herein which shall survive the Termination, or (D) constitute a waiver or release by any Party of any Claim or rights arising from fraud or intentional breach by any of the Company, the Purchaser, Pubco or Merger Subs or any of their respective Affiliates or Representatives in connection with, arising out of or related to the Merger Agreement, the transactions contemplated therein or thereby, the Termination or any matter forming the basis for the Termination ((A) through (D), collectively, the “Specified Retained Claims”). If the Company fails to pay the Termination Fee in accordance with Section 2 of this Agreement, and, in order to obtain such payment, the Company commences a suit that results in a judgment against the Company for payment of the Termination Fee, or any portion thereof, the Company shall pay to the Purchaser (i) all costs and expenses (including reasonable legal fees and expenses) incurred by the Purchaser in connection with such suit, plus (ii) interest on the amount of the Termination Fee or portion thereof so ordered to be paid by the Company calculated from the date such payment was due pursuant to this Agreement to the date so paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date such payment was due.

 

4. Covenant Not to Sue. Each of the Purchaser, Pubco, Merger Subs and their respective members of the board of directors and named executive officers (as such term is defined by the rules and regulations of the Securities and Exchange Commission) covenants not to bring any Released Claim before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross claim, or counterclaim. Any of the Purchaser, Pubco, Merger Subs or their respective members of the board of directors and named executive officers may plead this Agreement as a complete bar to any such Released Claim brought in derogation of this covenant not to sue. The covenants contained in this Section 4 shall become effective on the date hereof and shall survive this Agreement indefinitely regardless of any statute of limitations.

 

5. Publicity. Each of the Company and the Purchaser may issue its own press release, provided that any such release shall be substantially in a form previously provided to and reviewed by the other Party.

 

6. Representations and Warranties. Each Party represents and warrants to the other Parties that: (a) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

 

 

7. Further Assurances. Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and Affiliates to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings before any Governmental Authority in connection with any consents, licenses, permits, waivers, approvals, authorizations or clearances.

 

8. Indemnification. The Company and its current or future Subsidiaries and Affiliates covenant and agree to indemnify the Purchaser against and hold the Purchaser harmless from, any and all Losses suffered or incurred by the Purchaser based upon any residual legal claims or reasonbale Attorney’s fees incurred with a or arising out of, with respect to or by reason over the deal period.

 

9. Third-Party Beneficiaries. Except for the provisions of Section 3 and Section 4, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.

 

10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.

 

11. Miscellaneous. The provisions of Section 10.1 (Notices), Section 10.2 (Binding Effect; Assignment), Section 10.4 (Governing Law; Jurisdiction), Section 10.7 (Severability), 10.6 (Specific Performance), Section 10.8 (Amendments), Section 10.9 (Waiver), Section 10.11 (Interpretation), Section 10.12 (Counterparts) and Sections 11.1 (Definitions) of the Merger Agreement are hereby incorporated into this Agreement by reference, and shall apply hereto as though set forth herein, mutatis mutandis.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the Parties caused this Agreement to be executed as of the date first written above.

 

	The Purchaser:
	NEWBURY STREET ACQUISITION CORPORATION
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	Chief Executive Officer
	Pubco:
	INFINITE REALITY HOLDINGS, INC.
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	President
	Purchaser Merger Sub:
	INFINITY PURCHASER MERGER SUB INC.
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	President
	Company Merger Sub:
	INFINITY NBIR COMPANY MERGER SUB INC.
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	President

 

 

The Company:
INFINITE REALITY, INC.
/s/ John P. Acunto, Jr.
John P. Acunto, Jr.
CEO

 

 

6

v3.24.4

Cover	Dec. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 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

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