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| CIK | 1831978 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Newbury Street Acquisition Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. |
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| July 3, 2025 |
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): May 28, 2025 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (Co |
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| July 3, 2025 |
Financial Statements and Exhibits, Other Events 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 2, 2025 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (Co |
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| March 24, 2025 |
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): March 21, 2025 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| March 24, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The n |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| March 6, 2025 |
Financial Statements and Exhibits, Other Events 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): March 6, 2025 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. |
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| December 20, 2024 |
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 |
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| December 20, 2024 |
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 corpor |
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| December 20, 2024 |
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 corpor |
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| December 20, 2024 |
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 |
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| November 13, 2024 |
NBST / Newbury Street Acquisition Corporation / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A 1 d880858dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newbury Street Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Sta |
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| September 26, 2024 |
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 24, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporatio |
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| September 26, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The n |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
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 |
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| September 6, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 |
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| September 6, 2024 |
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 (A |
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| September 6, 2024 |
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 (A |
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| September 6, 2024 |
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 |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. |
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| August 30, 2024 |
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): August 26, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period |
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| July 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 25, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| July 25, 2024 |
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 25, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| July 9, 2024 |
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 9, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (Co |
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| July 9, 2024 |
Exhibit 99.2 Infinite Reality Closes $350 Million Investment; Acquires Landvault in $450 Million Deal, Valuation Soars to $5.1 Billion Transactions Fuel Growth and Innovation Initiatives and Help Cement Company’s Position as a Leader in Immersive Platform Technology and Enterprise Services New York, NY and Dubai, United Arab Emirates – July 9, 2024 – Infinite Reality (“iR or the “Company”), an inn |
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| July 9, 2024 |
Exhibit 99.1 Infinite Reality Closes $350 Million Investment; Acquires Landvault in $450 Million Deal, Valuation Soars to $5.1 Billion Transactions Fuel Growth and Innovation Initiatives and Help Cement Company’s Position as a Leader in Immersive Platform Technology and Enterprise Services Boston, MA – July 9, 2024 – Newbury Street Acquisition Corporation (Nasdaq: NBST) (“Newbury” or “NBST”), anno |
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| July 9, 2024 |
Exhibit 99.1 Infinite Reality Closes $350 Million Investment; Acquires Landvault in $450 Million Deal, Valuation Soars to $5.1 Billion Transactions Fuel Growth and Innovation Initiatives and Help Cement Company’s Position as a Leader in Immersive Platform Technology and Enterprise Services Boston, MA – July 9, 2024 – Newbury Street Acquisition Corporation (Nasdaq: NBST) (“Newbury” or “NBST”), anno |
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| July 9, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 9, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (Co |
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| July 9, 2024 |
Exhibit 99.2 Infinite Reality Closes $350 Million Investment; Acquires Landvault in $450 Million Deal, Valuation Soars to $5.1 Billion Transactions Fuel Growth and Innovation Initiatives and Help Cement Company’s Position as a Leader in Immersive Platform Technology and Enterprise Services New York, NY and Dubai, United Arab Emirates – July 9, 2024 – Infinite Reality (“iR or the “Company”), an inn |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| June 13, 2024 |
Exhibit 99.1 Infinite Reality’s SPAC Partner, Newbury Street Acquisition Corp., Announces Nasdaq Extension for Proposed Business Combination NEW YORK, June 12, 2024 (GLOBE NEWSWIRE) - Infinite Reality (“Infinite Reality” or “iR”), a leading global provider of cutting-edge virtual, AI-powered immersive experiences, today announced that, on June 10, 2024, its partner for its previously announced bus |
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| June 13, 2024 |
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): June 12, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| June 13, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 12, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| June 13, 2024 |
Exhibit 99.1 Infinite Reality’s SPAC Partner, Newbury Street Acquisition Corp., Announces Nasdaq Extension for Proposed Business Combination NEW YORK, June 12, 2024 (GLOBE NEWSWIRE) - Infinite Reality (“Infinite Reality” or “iR”), a leading global provider of cutting-edge virtual, AI-powered immersive experiences, today announced that, on June 10, 2024, its partner for its previously announced bus |
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| June 12, 2024 |
Financial Statements and Exhibits, Other Events 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): June 10, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| June 12, 2024 |
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): June 10, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| June 5, 2024 |
Policy Related to Recovery of Erroneously Awarded Compensation, adopted December 1, 2023.* Exhibit 97 NEWBURY STREET ACQUISITION CORPORATION EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of December 1, 2023 The Board of Directors (the “Board”) of Newbury Street Acquisition Corporation (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40 |
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| June 5, 2024 |
Amended Audit Committee Charter.* Exhibit 99.1 AUDIT COMMITTEE CHARTER OF NEWBURY STREET ACQUISITION CORPORATION Adopted and effective on March 22, 2021 Amended on December 1, 2023 Purpose The purposes of the Audit Committee (the "Audit Committee") of the Board of Directors ("Board") of Newbury Street Acquisition Corporation ("Company") are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other fi |
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| June 5, 2024 |
Amended Compensation Committee Charter.* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NEWBURY STREET ACQUISITION CORPORATION Adopted and effective on March 22, 2021 Amended on December 1, 2023 I. PURPOSES The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Newbury Street Acquisition Corporation (the "Company") for the purposes of, among other things, (a) |
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| June 5, 2024 |
Insider Trading Policies and Procedures, adopted December 1, 2023.* Exhibit 19 INSIDER TRADING COMPLIANCE MANUAL NEWBURY STREET ACQUISITION CORPORATION Adopted: December 1, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Newbury Street Acquisition Corporation, a Delaware corporation (the “Company”), has adopted the policies and procedures described in this Insider Trading Compliance Manual. |
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| June 4, 2024 |
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): May 23, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (Co |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 1 |
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| May 3, 2024 |
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): April 24, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| May 3, 2024 |
Newbury Street Acquisition Corporation Announces Receipt of Nasdaq Letter Exhibit 99.1 Newbury Street Acquisition Corporation Announces Receipt of Nasdaq Letter Boston, MA, May 03, 2024 (GLOBE NEWSWIRE) - Newbury Street Acquisition Corporation (NASDAQ: NBST, the “Company”) announced today that it received a letter dated April 24, 2024, from the Listing Qualifications Department The Nasdaq Stock Market LLC, indicating that the Company was not in compliance with Nasdaq li |
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| April 23, 2024 |
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): April 23, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| April 23, 2024 |
Exhibit 99.1 Infinite Reality Acquires the Drone Racing League for $250 Million, Solidifying Position as Global Leader in Immersive Technology & Experiences Acquisition of the Drone Racing League, the global, premier, professional sports property that merges the digital with the real, will accelerate Infinite Reality’s valuation to $3.5 billion Watch the teaser video New York, NY, Tuesday, April 2 |
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| April 23, 2024 |
Exhibit 99.1 Infinite Reality Acquires the Drone Racing League for $250 Million, Solidifying Position as Global Leader in Immersive Technology & Experiences Acquisition of the Drone Racing League, the global, premier, professional sports property that merges the digital with the real, will accelerate Infinite Reality’s valuation to $3.5 billion Watch the teaser video New York, NY, Tuesday, April 2 |
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| April 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): April 23, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Pe |
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| March 29, 2024 |
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): March 26, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| March 25, 2024 |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation. (12) Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The n |
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| March 25, 2024 |
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): March 20, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| February 27, 2024 |
Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022, as amended (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of |
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| February 27, 2024 |
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): February 26, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| February 27, 2024 |
Third Amendment to Agreement and Plan of Merger, dated February 26, 2024. Exhibit 2.1 THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Third Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022, as amended (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of |
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| February 27, 2024 |
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): February 26, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| February 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 21, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| February 21, 2024 |
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): February 21, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| February 21, 2024 |
Exhibit 99.1 Infinite Reality and Vodafone to Unveil Revolutionary Automotive Onboarding Service Featuring Generative AI and VR at Mobile World Congress Barcelona 2024 A New Era in Automotive Retail: AI-Onboard is an AI-Driven Experience Powered with Pairpoint by Vodafone Technology BARCELONA, SPAIN and LOS ANGELES, February 21, 2024 – Infinite Reality (iR), a global leader in artificial intellige |
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| February 21, 2024 |
Exhibit 99.1 Infinite Reality and Vodafone to Unveil Revolutionary Automotive Onboarding Service Featuring Generative AI and VR at Mobile World Congress Barcelona 2024 A New Era in Automotive Retail: AI-Onboard is an AI-Driven Experience Powered with Pairpoint by Vodafone Technology BARCELONA, SPAIN and LOS ANGELES, February 21, 2024 – Infinite Reality (iR), a global leader in artificial intellige |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. |
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| February 13, 2024 |
EX-99.B 3 d775255dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
EX-99.A 2 d775255dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 13, 2024 |
SC 13G 1 d775255dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newbury Street Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 12, 2024 |
Exhibit 99.1 Infinite Reality, the Global Leader in Immersive Experiences, Acquires Spatial Web Pioneer Ethereal Engine Infinite Reality Acquires Ethereal Engine Virtual Experiences Leader Acquires Ethereal Engine in Share-For-Share Transaction Valuing Infinite Reality at $2.5 Billion and Ethereal Engine at $75 million Entire Ethereal Engine Team, Including Top Executives and Innovators, Has Joine |
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| February 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 12, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| February 12, 2024 |
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): February 12, 2024 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| February 12, 2024 |
Exhibit 99.1 Infinite Reality, the Global Leader in Immersive Experiences, Acquires Spatial Web Pioneer Ethereal Engine Infinite Reality Acquires Ethereal Engine Virtual Experiences Leader Acquires Ethereal Engine in Share-For-Share Transaction Valuing Infinite Reality at $2.5 Billion and Ethereal Engine at $75 million Entire Ethereal Engine Team, Including Top Executives and Innovators, Has Joine |
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| February 9, 2024 |
NBST / Newbury Street Acquisition Corporation / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d744687dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newbury Street Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of thi |
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| February 7, 2024 |
NBST / Newbury Street Acquisition Corporation / Linden Capital L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newbury Street Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L104 (CUSIP Number) March 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| January 26, 2024 |
Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons. EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of NEWBURY STREET ACQUISITION CORP dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule13d-1(k |
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| January 26, 2024 |
NBST / Newbury Street Acquisition Corporation / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* NEWBURY STREET ACQUISITION CORP (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 26, 2024 |
Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024. EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
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| December 29, 2023 |
Submission of Matters to a Vote of Security Holders 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 29, 2023 Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorpora |
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| December 14, 2023 |
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 14, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| December 14, 2023 |
Exhibit 99.1 Infinite Reality, Global Leader Powering AI-Virtual Immersive Experiences Announces Strategic Partnership with Greenidge Generation Holdings (Nasdaq: GREE) Infinite Reality plans to go public in early 2024 via Newbury Street Acquisition Corporation (Nasdaq: NBST) NORWALK, Conn. – December 14, 2023 – Infinite Reality, Inc. (“iR” or the “Company”), the global leader in powering AI-virtu |
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| December 14, 2023 |
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 14, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| December 14, 2023 |
Exhibit 99.1 Infinite Reality, Global Leader Powering AI-Virtual Immersive Experiences Announces Strategic Partnership with Greenidge Generation Holdings (Nasdaq: GREE) Infinite Reality plans to go public in early 2024 via Newbury Street Acquisition Corporation (Nasdaq: NBST) NORWALK, Conn. – December 14, 2023 – Infinite Reality, Inc. (“iR” or the “Company”), the global leader in powering AI-virtu |
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| December 13, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| December 12, 2023 |
Exhibit 99.1 Greenidge Generation Holdings and Infinite Reality Announce New Partnership and Equity Swap Greenidge Will be the Exclusive Provider of Specialized Infrastructure for Infinite Reality, Including Datacenter GPUs for AI and Immersive Experiences Via the Launch of “GreenidgeAI” Infinite Reality Will Further Support Greenidge’s Growth by Utilizing Its Low-Cost Power and Superior Engineeri |
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| December 12, 2023 |
Exhibit 99.1 Greenidge Generation Holdings and Infinite Reality Announce New Partnership and Equity Swap Greenidge Will be the Exclusive Provider of Specialized Infrastructure for Infinite Reality, Including Datacenter GPUs for AI and Immersive Experiences Via the Launch of “GreenidgeAI” Infinite Reality Will Further Support Greenidge’s Growth by Utilizing Its Low-Cost Power and Superior Engineeri |
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| December 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 12, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| December 12, 2023 |
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 12, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation |
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| November 21, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition P |
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| November 6, 2023 |
Infinite Reality and KOI Split Amicably Exhibit 99.1 Infinite Reality and KOI Split Amicably Barcelona and New York – (November 3, 2023) – After having announced their strategic alliance a year ago, metaverse company Infinite Reality and KOI, the Esports club founded by Kosmos and Ibai Llanos have decided to dissolve their partnership amicably. Having realized that the very ambitious goals could not be achieved in the current financial |
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| November 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 3, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| November 6, 2023 |
Infinite Reality and KOI Split Amicably Exhibit 99.1 Infinite Reality and KOI Split Amicably Barcelona and New York – (November 3, 2023) – After having announced their strategic alliance a year ago, metaverse company Infinite Reality and KOI, the Esports club founded by Kosmos and Ibai Llanos have decided to dissolve their partnership amicably. Having realized that the very ambitious goals could not be achieved in the current financial |
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| November 6, 2023 |
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): November 3, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| September 22, 2023 |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation. (10) Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The n |
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| September 22, 2023 |
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 22, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporatio |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40251 |
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| July 27, 2023 |
Exhibit 2.1 Execution Version SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022 (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsi |
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| July 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 21, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| July 17, 2023 |
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) (C |
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| July 17, 2023 |
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 |
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| July 17, 2023 |
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) (C |
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| July 17, 2023 |
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 |
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| June 27, 2023 |
Exhibit 99.1 François Ribeiro Appointed as CEO of Infinite Reality Europe After 25 years in real-life events, Ribeiro’s transition from Warner Bros. Discovery Sports (WBD Sports) to Infinite Reality marks a transformative leap into the future of fan engagement through digital immersive experiences LOS ANGELES and PARIS (June 27, 2023) - Infinite Reality (iR), a leading provider of cutting-edge imm |
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| June 27, 2023 |
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): June 27, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| June 27, 2023 |
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): June 27, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (C |
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| June 27, 2023 |
Exhibit 99.1 François Ribeiro Appointed as CEO of Infinite Reality Europe After 25 years in real-life events, Ribeiro’s transition from Warner Bros. Discovery Sports (WBD Sports) to Infinite Reality marks a transformative leap into the future of fan engagement through digital immersive experiences LOS ANGELES and PARIS (June 27, 2023) - Infinite Reality (iR), a leading provider of cutting-edge imm |
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| May 19, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4025 |
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| May 16, 2023 |
Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 12, 2022 (the “Merger Agreement”), by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (“Purchaser”), (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”) |
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| May 16, 2023 |
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): May 15, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) (Co |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40251 |
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| March 27, 2023 |
Amended and Restated Promissory Note dated March 22, 2023, issued to the sponsor. (6) Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS AMENDED AND RESTATED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| March 27, 2023 |
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): March 21, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| March 27, 2023 |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation. (7) Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. T |
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| March 20, 2023 |
AMENDED AND RESTATED PROMISSORY NOTE Exhibit 99.1 THIS AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS AMENDED AND RESTATED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| March 20, 2023 |
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): March 15, 2023 Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorporatio |
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| March 13, 2023 |
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): March 13, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| March 13, 2023 |
Exhibit 99.1 Infinite Reality Releases A.I. Feature Set Offering Customized Recommendations for Immersive Event, Entertainment, and Retail Experiences Metaverse platform innovation company uses artificial intelligence to make online shopping and real-time watch events more intuitive and personalized for participants LOS ANGELES and AUSTIN, Texas (March 13, 2023) - Infinite Reality (iR), the global |
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| March 13, 2023 |
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): March 13, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) ( |
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| March 13, 2023 |
Exhibit 99.1 Infinite Reality Releases A.I. Feature Set Offering Customized Recommendations for Immersive Event, Entertainment, and Retail Experiences Metaverse platform innovation company uses artificial intelligence to make online shopping and real-time watch events more intuitive and personalized for participants LOS ANGELES and AUSTIN, Texas (March 13, 2023) - Infinite Reality (iR), the global |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement. |
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| February 27, 2023 |
Akerman LLP 201 East Las Olas Boulevard Suite 1800 Fort Lauderdale, FL 33301 T: 954 463 2700 F: 954 463 2224 February 27, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Amendment No. |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement. |
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| February 13, 2023 |
NBST / Newbury Street Acquisition Corporation / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d449292dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newbury Street Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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| February 3, 2023 |
NBST / Newbury Street Acquisition Corporation / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A 1 d430992dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Newbury Street Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stat |
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| January 27, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Newbury Street Acquisition Corp dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1( |
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| January 27, 2023 |
EX-99.2 3 tm234504d10ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
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| January 27, 2023 |
NBST / Newbury Street Acquisition Corporation / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newbury Street Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 23, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 19, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| January 23, 2023 |
Exhibit 99.1 January 19, 2023 Infinite Reality seeks advisor for large capital raise prior to SPAC merger, CEO says by Deborah Balshem · Proceeds to fund M&A in sports, entertainment and other verticals · Metaverse market forecast to potentially reach USD 1trn by 2030 Infinite Reality, a metaverse innovation and entertainment company, plans to raise USD 100m-USD 200m concurrent with a previously a |
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| January 23, 2023 |
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): January 19, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| January 23, 2023 |
Exhibit 99.1 January 19, 2023 Infinite Reality seeks advisor for large capital raise prior to SPAC merger, CEO says by Deborah Balshem · Proceeds to fund M&A in sports, entertainment and other verticals · Metaverse market forecast to potentially reach USD 1trn by 2030 Infinite Reality, a metaverse innovation and entertainment company, plans to raise USD 100m-USD 200m concurrent with a previously a |
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| January 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 13, 2023 Newbury Street Acquisition Corporation (Exact name of registrant as specified in charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| January 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 13, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| January 13, 2023 |
Exhibit 99.1 INVESTOR UPDATE AGENDA ● Introduction to Newbury Street Acquisition Corporation (Nasdaq: NBST) w/ Tom Bushey, CEO & Director of NBST ● Recent Infinite Reality News w/ John Acunto, CEO ● Live Demo of Discovery Sports Events’ Track Champions League Metaverse w/ Elliott Jobe, CIO ● FAQ w/ John Acunto, CEO NEWBURY STREET OVERVIEW Private and Confidential 5 Newbury Street’s executive and adv |
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| January 13, 2023 |
Exhibit 99.1 Pending Business Combination As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation (“Newbury Street”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among (i) Newbury Street, (ii) Infinite Reality Holdings, Inc., and a direct wholly - owned subsidiary of Newbury Street (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a di |
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| January 13, 2023 |
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): January 13, 2023 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorporation) |
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| January 13, 2023 |
Exhibit 99.1 Pending Business Combination As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation (“Newbury Street”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among (i) Newbury Street, (ii) Infinite Reality Holdings, Inc., and a direct wholly - owned subsidiary of Newbury Street (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a di |
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| January 13, 2023 |
425 1 tm233246d18k.htm 425 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): January 13, 2023 Newbury Street Acquisition Corporation (Exact name of registrant as specified in charter) Delaware 001-40251 85-3985188 (State or Other Jur |
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| January 13, 2023 |
Exhibit 99.1 INVESTOR UPDATE AGENDA ● Introduction to Newbury Street Acquisition Corporation (Nasdaq: NBST) w/ Tom Bushey, CEO & Director of NBST ● Recent Infinite Reality News w/ John Acunto, CEO ● Live Demo of Discovery Sports Events’ Track Champions League Metaverse w/ Elliott Jobe, CIO ● FAQ w/ John Acunto, CEO NEWBURY STREET OVERVIEW Private and Confidential 5 Newbury Street’s executive and adv |
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| December 29, 2022 |
Submission of Matters to a Vote of Security Holders 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 27, 2022 Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorpora |
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| December 15, 2022 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of , 202, by and among Infinite Reality Holdings, Inc., a Delaware corporation (?Pubco?) and each of the stockholders of Infinite Reality, Inc. (the ?Company?) set forth on the signature pages hereof (the ?Holders?). WHEREAS, capitalized terms used but not otherwise defined in this Agreemen |
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| December 15, 2022 |
Form of Contingent Value Rights Agreement Exhibit 10.4 FORM OF CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT (as hereafter amended, restated, modified or supplemented in accordance herewith, this ?Agreement?), dated as of [?], 2023, is entered into by and between (i) Infinite Reality, Inc., a Delaware corporation[1] (?Pubco?); and (ii) Continental Stock Transfer & Trust Company, as rights agent (the ?Rights Agen |
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| December 15, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of December 12, 2022 by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (the ?Purchaser?), (ii) Infinite Reality, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned holders (collectively, the ?Holders? and each, a ?Holder?) of capital stock and |
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| December 15, 2022 |
Agreement and Plan of Merger, dated as of December 12, 2022 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Newbury Street Acquisition Corporation, as the Purchaser, Infinite Reality Holdings, Inc., as Pubco, Infinity Purchaser Merger Sub Inc., as Purchaser Merger Sub, Infinity NBIR Company Merger Sub Inc., as Company Merger Sub, and Infinite Reality, Inc., as the Company Dated as of December 12, 2022 TABLE OF CONTENTS ARTICLE I MER |
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| December 15, 2022 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of , 202, by and among Infinite Reality Holdings, Inc., a Delaware corporation (?Pubco?) and each of the stockholders of Infinite Reality, Inc. (the ?Company?) set forth on the signature pages hereof (the ?Holders?). WHEREAS, capitalized terms used but not otherwise defined in this Agreemen |
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| December 15, 2022 |
Form of Sponsor Letter Agreement Exhibit 10.2 December 12, 2022 Infinite Reality Holdings, Inc. and Infinite Reality, Inc. 75 North Water Street Norwalk, CT 06854 Attn: General Counsel Email: [email protected] Newbury Street Acquisition Corporation 121 High Street, Floor 3 Boston, MA 02110 Attn: Thomas Bushey Email: [email protected] Re: Sponsor Letter Agreement Ladies and Gentlemen: This letter agreemen |
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| December 15, 2022 |
Agreement and Plan of Merger, dated as of December 12, 2022 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Newbury Street Acquisition Corporation, as the Purchaser, Infinite Reality Holdings, Inc., as Pubco, Infinity Purchaser Merger Sub Inc., as Purchaser Merger Sub, Infinity NBIR Company Merger Sub Inc., as Company Merger Sub, and Infinite Reality, Inc., as the Company Dated as of December 12, 2022 TABLE OF CONTENTS ARTICLE I MER |
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| December 15, 2022 |
Form of Sponsor Letter Agreement Exhibit 10.2 December 12, 2022 Infinite Reality Holdings, Inc. and Infinite Reality, Inc. 75 North Water Street Norwalk, CT 06854 Attn: General Counsel Email: [email protected] Newbury Street Acquisition Corporation 121 High Street, Floor 3 Boston, MA 02110 Attn: Thomas Bushey Email: [email protected] Re: Sponsor Letter Agreement Ladies and Gentlemen: This letter agreemen |
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| December 15, 2022 |
425 1 tm2232597d18k.htm 425 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 12, 2022 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-40251 85-3985188 (State or Oth |
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| December 15, 2022 |
Form of Contingent Value Rights Agreement Exhibit 10.4 FORM OF CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT (as hereafter amended, restated, modified or supplemented in accordance herewith, this ?Agreement?), dated as of [?], 2023, is entered into by and between (i) Infinite Reality, Inc., a Delaware corporation[1] (?Pubco?); and (ii) Continental Stock Transfer & Trust Company, as rights agent (the ?Rights Agen |
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| December 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 12, 2022 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 001-40251 85-3985188 (State or Other Jurisdiction of Incorpora |
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| December 15, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of December 12, 2022 by and among (i) Newbury Street Acquisition Corporation, a Delaware corporation (the ?Purchaser?), (ii) Infinite Reality, Inc., a Delaware corporation (the ?Company?), and (iii) the undersigned holders (collectively, the ?Holders? and each, a ?Holder?) of capital stock and |
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| December 12, 2022 |
Exhibit 99.1 Infinite Reality, Inc., Global Leader Delivering Immersive Digital Experiences, To Go Public Through Combination with Newbury Street Acquisition Corporation (NASDAQ: NBST ) 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 i |
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| December 12, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 12, 2022 Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorpora |
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| December 12, 2022 |
425 1 tm2232451d18k.htm 425 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 12, 2022 Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or oth |
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| December 12, 2022 |
EX-99.1 2 tm2232451d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Infinite Reality, Inc., Global Leader Delivering Immersive Digital Experiences, To Go Public Through Combination with Newbury Street Acquisition Corporation (NASDAQ: NBST ) Transaction expected to rapidly expand Infinite Reality’s immersive audiences experiences offerings and accelerate commercial monetization opportunities ● The transactio |
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| December 8, 2022 |
DEF 14A 1 tm2232175-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t |
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| November 25, 2022 |
Other Events, Shareholder Director Nominations 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): November 25, 2022 Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorpora |
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| November 10, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 8, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 16, 2022 |
Promissory Note, dated May 3, 2022, issued to the Newbury Street Acquisition Sponsor LLC EXHIBIT 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 11, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Newbury Street Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65101L104 (CUSIP Number) Thomas Bushey Chief Executive Officer 121 High Street, Floor 3 Boston, MA 02110 (617) 893-3057 (Name, Address and Telephone N |
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| April 11, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of April 11, 2022 by and between Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company, Thomas Bushey, and Kenneth King (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Common Stock, $0.0001 par value per share, of New |
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| March 31, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Description of Registered Securities. (4) Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, Newbury Street Acquisition Corporation (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its un |
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| February 4, 2022 |
NBST / Newbury Street Acquisition Corporation / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Newbury Street Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newbury Street Acquisition Corp (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 65101L104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| November 18, 2021 |
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): November 18, 2021 NEWBURY STREET ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorpora |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001- 40251 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 16, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| August 6, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-4025 |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40251 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on |
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| April 14, 2021 |
Financial Statements and Exhibits, Other Events 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): April 14, 2021 NEWBURY STREET ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdiction of incorporatio |
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| April 14, 2021 |
Exhibit 99.1 Newbury Street Acquisition Corporation Announces the Separate Trading of its Common Stock and Warrants, Commencing April 16, 2021 Boston, MA, April 14, 2021 ? Newbury Street Acquisition Corporation (NASDAQ: NBSTU, the "Company") announced today that, commencing on April 16, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade shares of |
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| March 31, 2021 |
Financial Statements and Exhibits, Other Events 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): March 31, 2021 (March 25, 2021) Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdictio |
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| March 31, 2021 |
NEWBURY STREET ACQUISITION CORPORATION FINANCIAL STATEMENT TABLE OF CONTENTS Exhibit 99.1 NEWBURY STREET ACQUISITION CORPORATION FINANCIAL STATEMENT TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 25, 2021 F-3 Notes to Financial Statement F-4 NEWBURY STREET ACQUISITION CORPORATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Newbury Street Acquisition Corpo |
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| March 31, 2021 |
EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Newbury Street Acquisition Corporation dated as of March 25, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Sec |
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| March 31, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Newbury Street Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65101L203 (CUSIP Number) March 25, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| March 26, 2021 |
Exhibit 10.5.2 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Newbury Street Acquisition Corporation, a Delaware Corporation (the "Company"), and EarlyBirdCapital, Inc., a New York corporation (the "Purchaser"). RECITALS WHEREAS, the Company intends to cons |
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| March 26, 2021 |
Newbury Street Acquisition Corporation Announces Pricing of $120,000,000 Initial Public Offering Exhibit 99.1 Newbury Street Acquisition Corporation Announces Pricing of $120,000,000 Initial Public Offering NEW YORK, March 22, 2021 /GLOBE NEWSWIRE/ ? Newbury Street Acquisition Corporation (the ?Company? or ?NBST?) announced today that it priced its initial public offering of 12,000,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Capital Market (?Nasdaq?) and tr |
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| March 26, 2021 |
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): March 26, 2021 (March 22, 2021) Newbury Street Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-40251 85-3985188 (State or other jurisdictio |
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| March 26, 2021 |
Exhibit 10.5.1 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Newbury Street Acquisition Corporation, a Delaware corporation (the "Company"), and Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company (the "Purchaser"). RECITALS WHEREA |
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| March 26, 2021 |
Exhibit 10.7 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 March 22, 2021 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 Attn: Thomas Bushey, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Newbury Street Acquisition Corporation, a Delaware corporation (?Company?), has requested EarlyBirdCapita |
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| March 26, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of March 22, 2021 by and between Newbury Street Acquisition Corporation (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252602 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared ef |
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| March 26, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 22nd day of March 22, 2021, by and among Newbury Street Acquisition Corporation, a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Invest |
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| March 26, 2021 |
Exhibit 4.1 WARRANT AGREEMENT This agreement is made as of March 22, 2021 between Newbury Street Acquisition Corporation, a Delaware corporation, with offices at 8 Newbury Street, Boston, MA 02116 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (?Warrant Agent?). WHEREAS, the Company is |
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| March 26, 2021 |
Second Amended and Restated Certificate of Incorporation.(1) Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation |
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| March 26, 2021 |
Exhibit 1.1 12,000,000 Units NEWBURY STREET ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York March 22, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Newbury Street Acquisition Corporation, a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyB |
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| March 26, 2021 |
Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of March 22, 2021 (?Agreement?), by and among NEWBURY STREET ACQUISITION CORPORATION, a Delaware corporation (?Company?), the stockholders of the Company listed on Exhibit A hereto (the ?Founders?) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (?Escrow Agent?). WHEREAS, the Company was f |
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| March 26, 2021 |
Exhibit 10.1 March 22, 2021 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Newbury Street Acquisition Corporation, a Delawar |
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| March 26, 2021 |
Exhibit 10.4 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 March 22, 2021 Newbury Street Acquisition Sponsor LLC 8 Newbury Street Boston, MA 02116 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering of the sec |
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| March 26, 2021 |
Newbury Street Acquisition Corporation Announces Closing of $120 Million Initial Public Offering Exhibit 99.2 Newbury Street Acquisition Corporation Announces Closing of $120 Million Initial Public Offering New York, NY, March 25, 2021 /GLOBE NEWSWIRE/ - Newbury Street Acquisition Corporation (the ?Company?) announced today the closing of its initial public offering of 12,000,000 units at a price of $10.00 per unit, resulting in gross proceeds of $120 million. The Company?s units commenced tr |
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| March 25, 2021 |
$120,000,000 Newbury Street Acquisition Corporation 12,000,000 Units TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4)? ?Registration No. 333-252602? PROSPECTUS $120,000,000 Newbury Street Acquisition Corporation 12,000,000 Units ? Newbury Street Acquisition Corporation is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Newbury Street Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3985188 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 8 N |
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| March 15, 2021 |
Specimen Unit Certificate. (2) EX-4.1 5 tm218328d2ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 65101L 203 NEWBURY STREET ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) |
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| March 15, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [ ], 2021 by and between Newbury Street Acquisition Corporation (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-252602 (?Registration Statement?) for its initial public offering of securities (?IPO?) has been declared effecti |
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| March 15, 2021 |
Form of Indemnification Agreement. (2) Exhibit 10.8 FORM OF INDEMNITY AGREEMENT This Agreement, made and entered into effective as of [], 2021 (?Agreement?), by and between Newbury Street Acquisition Corporation, a Delaware corporation (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential fo |
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| March 15, 2021 |
Specimen Common Stock Certificate. (2) Exhibit 4.2 NUMBER C- SHARES CUSIP 65101L 104 SEE REVERSE FOR CERTAIN DEFINITIONS NEWBURY STREET ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF dELAWARE COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF NEWBURY STREET ACQUISITION CORPORATION (the ?Company?), transferable on the books of the Company in p |
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| March 15, 2021 |
Form of Letter Agreement from each of the Registrant’s officers, directors and sponsor.** Exhibit 10.1 [ ], 2021 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Newbury Street Acquisition Corporation, a Delaware cor |
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| March 15, 2021 |
Form of Administrative Services Agreement.** Exhibit 10.7 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 [ ], 2021 Newbury Street Acquisition Sponsor LLC 8 Newbury Street Boston, MA 02116 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering of the securiti |
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| March 15, 2021 |
Compensation Committee Charter. (2) Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF NEWBURY STREET ACQUISITION CORPORATION I. PURPOSES The Compensation Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Newbury Street Acquisition Corporation (the "Company") for the purposes of, among other things, (a) discharging the Board's responsibilities relating to the compensatio |
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| March 15, 2021 |
Specimen Warrant Certificate. (2) Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS NEWBURY STREET ACQUISITION CORPORATION CUSIP 65101L 112 WARRANT THIS CERTIFIES THAT, for value received , is the registered holder of a warrant or warrants (the ?Warrant(s)?) of Newbury Street Acquisition Corporation, a Delaware corporation (the ?Compa |
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| March 15, 2021 |
Form of Subscription Agreement for Private Units by EarlyBirdCapital, Inc.** Exhibit 10.5.2 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Newbury Street Acquisition Corporation, a Delaware Corporation (the "Company"), and EarlyBirdCapital, Inc., a New York corporation (the "Purchaser"). RECITALS WHEREAS, the Company intends to consummat |
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| March 15, 2021 |
? As filed with the Securities and Exchange Commission on March 15, 2021. Registration No. 333-252602? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? NEWBURY STREET ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) ? ? Delaware (State or other jurisdic |
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| March 15, 2021 |
Form of Business Combination Marketing Agreement. (2) Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [ ], 2021 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 Attn: Thomas Bushey, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Newbury Street Acquisition Corporation, a Delaware corporation (?Company?), has requested EarlyBirdCapital, Inc |
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| March 15, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** EX-4.4 8 tm218328d2ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT This agreement is made as of [ ], 2021 between Newbury Street Acquisition Corporation, a Delaware corporation, with offices at 8 Newbury Street, Boston, MA 02116 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warra |
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| March 15, 2021 |
Form of Subscription Agreement for Private Units by Newbury Street Acquisition Sponsor LLC.** Exhibit 10.5.1 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of [?], 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Newbury Street Acquisition Corporation, a Delaware corporation (the "Company"), and Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company (the "Purchaser"). RECITALS WHEREAS, th |
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| March 15, 2021 |
Form of Registration Rights Agreement.** Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the [ ] day of [ ], 2021, by and among Newbury Street Acquisition Corporation, a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors an |
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| March 15, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 15,000,000 Units NEWBURY STREET ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York , 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Newbury Street Acquisition Corporation, a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyBirdCapit |
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| March 15, 2021 |
Form of Second Amended and Restated Certificate of Incorporation.** Exhibit 3.2 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Newbury Street Acquisition Corporation, a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation |
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| March 15, 2021 |
Exhibit 99.1 AUDIT COMMITTEE CHARTER OF NEWBURY STREET ACQUISITION CORPORATION Purpose The purposes of the Audit Committee (the "Audit Committee") of the Board of Directors ("Board") of Newbury Street Acquisition Corporation ("Company") are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor's qua |
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| March 15, 2021 |
Form of Stock Escrow Agreement.** Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [ ], 2021 (?Agreement?), by and among NEWBURY STREET ACQUISITION CORPORATION, a Delaware corporation (?Company?), the stockholders of the Company listed on Exhibit A hereto (the ?Founders?) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (?Escrow Agent?). WHEREAS, the Company was formed |
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| March 15, 2021 |
EX-14 18 tm218328d2ex14.htm EXHIBIT 14 Exhibit 14 NEWBURY STREET ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of Newbury Street Acquisition Corporation (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the eth |
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| February 1, 2021 |
Exhibit 10.9 Newbury Street Acquisition Corporation 8 Newbury Street Boston, MA 02116 January 15, 2021 Newbury Street Acquisition Sponsor LLC 8 Newbury Street Boston, MA 02116 Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by and between Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company (the |
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| February 1, 2021 |
Amended and Restated Certificate of Incorporation.* Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEWBURY STREET ACQUISITION CORPORATION Pursuant to Sections 241 and 245 of the Delaware General Corporation Law It is hereby certified that: 1. The name of the Corporation is Newbury Street Acquisition Corporation (the “Corporation”). 2. The Corporation's Certificate of Incorporation (the “Certificate of Incorporation”) was filed in |
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| February 1, 2021 |
Power of Attorney (included on signature page of this Registration Statement).* As filed with the Securities and Exchange Commission on January 29, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWBURY STREET ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 85-3985188 (State or other jurisdiction of incorporation or |
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| February 1, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Newbury Street Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Newbu |
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| February 1, 2021 |
Exhibit 10.3 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 1, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Newbury Street Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Newbu |
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| February 1, 2021 |
Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Newbury Street Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Newbu |
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| February 1, 2021 |
Exhibit 3.3 BY LAWS OF NEWBURY STREET ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered a |
