M&A - Newbury Street Acquisition Corp

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000101376225001695

Filing Summary: On March 21, 2025, Newbury Street Acquisition Corporation held a special meeting of stockholders where two proposals were approved: the Extension Proposal and the Adjournment Proposal. The Extension Proposal allowed the Company to extend the deadline for consummating a merger, share exchange, asset acquisition, or similar business combination from March 25, 2025, to September 25, 2025. 3,872,276 votes were in favor of the Extension Proposal, with 56,238 votes against. The Adjournment Proposal was also approved, allowing for an adjournment if needed for further solicitation of proxies; this proposal received 3,850,250 votes in favor, with votes against at 78,264. Following the approval of the Extension Proposal, 504,543 shares were redeemed by stockholders at approximately $11.35 per share, totaling around $5,726,563.05 redeemed, leaving the Company with 71,265 Public Shares. On March 24, 2025, the Company filed an amendment to its Certificate of Incorporation to formally reflect the extension of the business combination deadline.

Form Type: DEF 14A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025022835

Filing Summary: Newbury Street Acquisition Corporation is convening a Special Meeting of stockholders on March 21, 2025, to discuss key proposals, primarily the Extension Proposal, which aims to amend the company's charter to extend the deadline for completing an initial business combination from March 25, 2025, to September 25, 2025. The meeting will also address the Adjournment Proposal to potentially postpone the meeting for further proxy solicitation if necessary. The Board of Directors supports the Extension Proposal to provide adequate time for completing a merger with Infinite Reality Holdings, which entails Purchaser Merger Sub merging with the Company and the Company Merger Sub merging with Infinite Reality. However, the merger agreement was mutually terminated on December 19, 2024, and Infinite Reality is obligated to pay a $7 million Termination Fee by March 1, 2025. As of the document's release on March 11, 2025, this payment had yet to be received. The document outlines the process and rights of stockholders related to redemption of shares should the extension not be approved. It also describes the necessary voting procedures and associated timelines for stockholders.

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000121390025021261

Filing Summary: On December 12, 2022, Newbury Street Acquisition Corporation entered into an Agreement and Plan of Merger with Infinite Reality Holdings, Inc. and various merger subsidiaries. Amendments to this agreement were made on May 15, 2023, July 21, 2023, and February 26, 2024. However, on December 19, 2024, they entered into a Mutual Termination Agreement, terminating the Merger Agreement. As part of this agreement, Infinite Reality is obligated to pay Newbury Street a Termination Fee of $7,000,000 by March 1, 2025. As of March 1, 2025, Newbury Street had not received this payment and has reached out to Infinite Reality regarding the matter.

Form Type: PRE 14A

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000121390025018860

Filing Summary: Newbury Street Acquisition Corporation is holding a Special Meeting of Stockholders to discuss the Extension Proposal, which aims to amend its Charter to extend the deadline for completing a business combination from March 25, 2025, to September 25, 2025. This extension is crucial for the Company to finalize a merger with Infinite Reality Holdings, Inc., which has undergone various amendments since their initial agreement on December 12, 2022. Recent amendments detail the responsibilities regarding financial arrangements, including an agreement that Infinite Reality will compensate the Company up to $10 million for transaction costs related to the merger. Additionally, the meeting will seek approval for the Adjournment Proposal, allowing further solicitation of votes if the Extension Proposal lacks sufficient support. If the Extension is not approved, the company plans to redeem its public shares and wind down operations. The document outlines voting requirements, stockholders' rights, including potential redemption options, and the implications of the new excise tax on any stock redemptions.