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.
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
☐		Definitive Proxy Statement.
☐		Definitive Additional Materials.
☐		Soliciting Material Pursuant to §240.14a-12.

Newbury Street Acquisition Corporation
(Name of Registrant as Specified In Its Charter)

_____________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED AUGUST 30, 2024

NEWBURY STREET ACQUISITION CORPORATION
121 High Street, Floor 3,
Boston, MA 02110

PROXY STATEMENT FOR SPECIAL MEETING
OF STOCKHOLDERS OF
NEWBURY STREET ACQUISITION CORPORATION

Dear Stockholders of Newbury Street Acquisition Corporation:

You are cordially invited to attend the Special Meeting (the “Special Meeting”) of stockholders of Newbury Street Acquisition Corporation, a Delaware corporation (the “Company,” “Newbury Street,” “we,” “us” or “our”), to be held virtually via a live webcast on September [•], 2024, at [•], Eastern Time, or at such other time, on such other date to which the meeting may be postponed or adjourned. You will be able to attend the Special Meeting online, vote, and submit your questions during the Special Meeting by visiting [•]. The accompanying proxy statement is dated September [•], 2024, and is first being mailed to stockholders of the Company on or about [•], 2024.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy or by voting by Internet by following the instructions on the enclosed proxy card, so that your shares will be represented at the Special Meeting. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Special Meeting.

The Special Meeting is being held to consider and vote upon the following proposals:

1. The Extension Proposal — to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement (with such amendment, the “Amended Charter”) to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (an “initial business combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) included as part of the units sold in the Company’s initial public offering (the “Public Shares”) that was consummated on March 25, 2021 (the “IPO”) from September 25, 2024 to March 25, 2025 (the “Extension,” such date, the “Extended Date” and such proposal, the “Extension Proposal”); and

2. The Adjournment Proposal — to approve the adjournment of the Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”), which will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.

Each of the Extension Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The sole purpose of the Extension Proposal is to provide the Company with sufficient time to complete an initial business combination. As previously announced, on December 12, 2022, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among (i) the Company, (ii) Infinite

Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Infinite Reality”). Pursuant to the terms of the Merger Agreement, (i) Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Purchaser Merger”), (ii) Company Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity (the “Company Merger,” and together with the Purchaser Merger, the “Mergers”), and (iii) following the Mergers, the Company and Infinite Reality will become direct wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company.

On May 15, 2023, the Company, Pubco, Purchaser Merger Sub, Company Merger Sub and Infinite Reality entered into an amendment to the Merger Agreement (the “First Merger Amendment”) to provide for (i) a revised definition of the definition of “Fully Diluted Shares”, (ii) the removal of Section 7.2(b) of the Merger Agreement (Minimum Cash Condition) in its entirety; and (iii) the addition of a new Section 6.23 providing for the payment by the Company of all transaction expenses up to $10 million in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

On July 21, 2023, the Company, Pubco, Purchaser Merger Sub, Company Merger Sub and Infinite Reality entered into a second amendment to the Merger Agreement (the “Second Merger Amendment”) to provide for the addition of a new Section 6.24 pursuant to which Infinite Reality agrees to pay a monthly extension fee directly into the Trust Account on behalf of the Company, on or before the date when such payment becomes due, until the completion of the Mergers. In addition, if the Merger Agreement is terminated for any reason other than a breach by the Company, Infinite Reality agrees to pay all expenses of the Company incurred after March 31, 2023, provided that in no event shall such payment exceed $3,000,000 (inclusive of all monthly extension fees paid). In the event that the Mergers are consummated, the Company agrees to pay for all transaction expenses up to $10,000,000 in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

On February 26, 2024, the Company, Pubco, Purchaser Merger Sub, Company Merger Sub and Infinite Reality entered into a third amendment to the Merger Agreement (the “Third Merger Amendment”) to provide for, among other things, (i) the addition of a new Section 6.25 providing for the delivery by Infinite Reality of certain deliverables by the deadlines set forth therein, (ii) the addition of a new Section 8.1(j) granting the Company the right to terminate the Merger Agreement if Infinite Reality breaches Section 6.25 or fails to meet any of the deadlines set forth therein, (iii) the amendment of Section 8.2(d) providing for the payment by Infinite Reality to the Company of certain reimbursement fees in the event of a termination pursuant to Section 8.1(j), and (iv) an amendment to the definition of “Monthly Extension Fee.”

On March 3, 2023, the Company filed a definitive proxy statement for a special meeting on March 21, 2023 (the “March Special Meeting”) to seek approval from its stockholders to amend the Charter to further extend the date by which the Company is required to complete its initial Business Combination from March 25, 2023 to September 25, 2023 (the “March Extension” and such proposal, the “March Extension Proposal”) and to approve the adjournment of the March Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the March Extension Proposal (the “March Adjournment Proposal”). The March Extension Proposal and March Adjournment Proposal were approved on March 21, 2023.

In connection with approval of the March Extension Proposal, the holders of 7,744,085 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $78.8 million. As a result, on April 3, 2023, approximately $78.8 million was removed from the Company’s Trust Account to pay such holders, following which, 8,917,715 shares of common stock subject to redemption, remained outstanding.

On September 5, 2023, the Company filed a definitive proxy statement for a special meeting on September 22, 2023 (the “September Special Meeting”) to seek approval from its stockholders to amend the Charter to further extend the date by which the Company is required to complete its initial Business Combination from September 25, 2023 to March 25, 2024 (the “September Extension” and such proposal, the “September Extension Proposal”) and to approve the adjournment of the September Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the September Extension Proposal (the “September Adjournment Proposal”). The September Extension Proposal and September Adjournment Proposal were approved on September 22, 2023.

In connection with approval of the September Extension Proposal, the holders of 3,060,282 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of approximately $32.0 million. As a result, on October 18, 2023, approximately $32.0 million was removed from the Company’s Trust Account to pay such holders, following which, 5,857,433 shares of common stock subject to redemption, remained outstanding.

On February 27, 2024, the Company filed a definitive proxy statement for a special meeting on March 20, 2024 (the “2024 March Special Meeting”) to seek approval from its stockholders to amend the Charter to further extend the date by which the Company is required to complete its initial Business Combination from March 25, 2024 to September 25, 2024 (the “2024 March Extension” and such proposal, the “2024 March Extension Proposal”) and to approve the adjournment of the 2024 March Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the 2024 March Extension Proposal (the “2024 March Adjournment Proposal”). The 2024 March Extension Proposal and 2024 March Adjournment Proposal were approved on March 20, 2024.

In connection with approval of the 2024 March Extension Proposal, the holders of [908,496] shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $[10.75] per share, for an aggregate redemption amount of approximately $[9.8] million. As a result, on [•], 2024, approximately $[9.8] million was removed from the Company’s Trust Account to pay such holders, following which, [4,948,937] shares of common stock subject to redemption, remained outstanding.

The Charter provides that the Company has until September 25, 2024, to complete an initial business combination. The Company’s board of directors (the “Board”) has determined that there may not be sufficient time before September 25, 2024 to complete an initial business combination. While we are using our best efforts to complete the Mergers contemplated by the Merger Agreement as soon as practicable, the Board believes that in order to be able to complete the Mergers, it is appropriate to obtain the Extension. The Board believes that an initial business combination opportunity is in the best interests of the Company and its stockholders. Therefore, the Board has determined that it is in the best interests of the Company’s stockholders to extend the date by which the Company has to complete an initial business combination to the Extended Date. For more information regarding the Merger Agreement, please read the Company’s Current Report on Form 8-K relating to the Mergers that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 15, 2022. For additional information on the First Merger Amendment, the Second Merger Amendment and the Third Merger Amendment, please see the Company’s Current Reports on Form 8-K, as filed with the SEC on May 16, 2023, July 27, 2023 and February 26, 2024, respectively.

In connection with the Extension, a holder of Public Shares (a “Public Stockholder”) may elect to redeem all or a portion of its Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our IPO (the “Trust Account”), calculated as of two business days prior to the Special Meeting, including interest earned on the funds held in the Trust Account and not previously released to Newbury Street to pay Newbury Street’s taxes, divided by the number of then issued and outstanding Public Shares, regardless of how such Public Stockholders vote on the Extension Proposal or if they vote at all. If the Extension is approved by the requisite vote of stockholders, the remaining Public Stockholders will retain their right to redeem their Public Shares upon consummation of our initial business combination when it is submitted to a vote of the stockholders, subject to any limitations set forth in the Amended Charter. In addition, Public Stockholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date and the Company does not obtain an additional extension.

Based upon the amount held in the Trust Account as of [•], 2024, the record date, which was approximately $[•] (including approximately $[•] of interest earned on the funds held in the Trust Account and not previously released to Newbury Street), the Company estimates that the per-share price at which Public Shares may be redeemed from cash held in the Trust Account will be approximately $[•] at the time of the Special Meeting. The closing price of our Common Stock on [•], 2024 was $[•]. The Company cannot assure stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

Pursuant to the Charter, a Public Stockholder may request that the Company redeem all or a portion of such Public Stockholder’s Public Shares for cash upon the approval or effectiveness of the Extension Proposal. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(1) (a) hold Public Shares or (b) hold Public Shares as part of units and elect to separate such units into the underlying Public Shares and public warrants prior to exercising your redemption rights with respect to the Public Shares; and

(2) prior to 5:00 p.m., Eastern Time, on September [•], 2024 (two business days prior to the vote at the Special Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company (“Continental”), the Company’s transfer agent, that the Company redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”). In order to validly redeem your Public Shares, you must identify yourself as a beneficial holder and provide your legal name, phone number and address in your written demand to Continental. If you hold the shares in street name, you will need to instruct the account executive at your bank or broker to withdraw the shares from your account and to identify you as the beneficial holder in order to exercise your redemption rights.

Holders of units of the Company must elect to separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Extension Proposal.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into federal law. The Inflation Reduction Act provides for, among other things, a new U.S. federal 1% excise tax (the “excise tax”) on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Any redemption of the shares of our Common Stock on or after January 1, 2023, such as the redemptions discussed herein, may be subject to the excise tax. The Company confirms that the funds held in the Trust Account and any additional amounts deposited into the Trust Account (including the Contribution (as defined below)), as well as any interest earned thereon, will not be used to pay for the excise tax.

If the Extension is not approved and we do not consummate an initial business combination by September 25, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us but net of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by September 25, 2024 or by the applicable deadline as may be extended.

Approval of the Extension Proposal requires an affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock, represented in person or by proxy and entitled to vote thereon and who do so in person or by proxy at the Special Meeting. Shares of Common Stock that are present virtually during the Special Meeting constitute shares of Common Stock represented “in person.”

The Adjournment Proposal requires an affirmative vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

The Board has fixed the close of business on [•], 2024, as the record date (the “record date”) for the Special Meeting. Only stockholders of record on [•], 2024, are entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares in connection with the Extension, you will retain the right to vote on an initial business combination if and when such transaction is submitted to stockholders and the right to redeem your Public Shares for cash from the Trust Account in the event a proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date. If an initial business combination is not consummated by the Extended Date, assuming the Extension is implemented, and the Company does not obtain an additional extension, the Company will redeem its Public Shares.

All Newbury Street stockholders are cordially invited to attend the Special Meeting via the Internet at [•]. To ensure your representation at the Special Meeting, however, you are urged to submit your proxy vote by Internet or mail as soon as possible by following the instructions on the enclosed proxy card. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Special Meeting.

A stockholder’s failure to vote in person or by proxy will not be counted towards the number of shares of Common Stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

YOUR VOTE IS IMPORTANT. Please submit your proxy vote by Internet or mail as soon as possible by following the instructions on the enclosed proxy card. You are requested to carefully read the proxy statement and accompanying Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your shares of Common Stock, please contact Morrow Sodali LLC, our proxy solicitor, by calling toll-free at (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing NBST.info@investor.morrowsodali.com.

On behalf of the Board, we would like to thank you for your support of Newbury Street Acquisition Corporation.

September [•], 2024
By Order of the Board,

Thomas Bushey
Chief Executive Officer and Director

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) (A) HOLD PUBLIC SHARES OR (B) HOLD PUBLIC SHARES AS PART OF UNITS AND ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IN ORDER TO VALIDLY REDEEM YOUR PUBLIC SHARES, YOU MUST IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND TO THE TRANSFER AGENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT AND TO IDENTIFY YOU AS THE BENEFICIAL HOLDER IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

This proxy statement is dated September [•], 2024
and is first being mailed to our stockholders with the form of proxy on or about September [•], 2024.

IMPORTANT

Whether or not you expect to attend the Special Meeting online, you are respectfully requested by the Company’s board of directors (the “Board”) to sign, date and return the enclosed proxy promptly, or to vote by Internet by following the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Special Meeting.

Newbury Street Acquisition Corporation
121 High Street, Floor 3,
Boston, MA 02110
(617) 893-3057

NOTICE OF THE SPECIAL MEETING
TO BE HELD ON SEPTEMBER [•], 2024

Dear Stockholders of Newbury Street Acquisition Corporation:

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Special Meeting”) of stockholders of Newbury Street Acquisition Corporation, a Delaware corporation (the “Company”), will be held virtually via live webcast on September [•], 2024, at [•] a.m., Eastern Time, or at such other time, on such other date to which the meeting may be postponed or adjourned. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting [•]. The Special Meeting will be held to consider and vote upon the following proposals:

1. Proposal No. 1 — The Extension Proposal — to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement (such provisions, the “Extension Amendment”) to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (an “initial business combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) included as part of the units sold in the Company’s initial public offering (the “Public Shares”) that was consummated on March 25, 2021 (the “IPO”) from September 25, 2024 to March 25, 2025 (the “Extension,” such date, the “Extended Date” and such proposal, the “Extension Proposal”); and

2. Proposal No. 2 — The Adjournment Proposal — to approve the adjournment of the Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”), which will only be presented at the Special Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.

The above matters are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

The sole purpose of the Extension Proposal is to provide the Company with sufficient time to complete an initial business combination. As previously announced, on December 12, 2022, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among (i) the Company, (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Infinite Reality”). Pursuant to the terms of the Merger Agreement, (i) Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Purchaser Merger”), (ii) Company Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity (the “Company Merger,” and together with the Purchaser Merger, the “Mergers”), and (iii) following the Mergers, the Company and Infinite Reality will become direct wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company.

On May 15, 2023, the Company, Pubco, Purchaser Merger Sub, Company Merger Sub and Infinite Reality entered into an amendment to the Merger Agreement (the “First Merger Amendment”) to provide for (i) a revised definition of the definition of “Fully Diluted Shares”, (ii) the removal of Section 7.2(b) of the Merger Agreement

(Minimum Cash Condition) in its entirety; and (iii) the addition of a new Section 6.23 providing for the payment by the Company of all transaction expenses up to $10 million in connection with the consummation of the Mergers and the other transactions contemplated by the Merger Agreement.

SEC Form PRE 14A filed by Newbury Street Acquisition Corporation