Blog: NEWBURY STREET ACQUISITION CORP : Regulation FD … – Marketscreener.com

Item 7.01. Regulation FD Disclosure.

As previously disclosed, on December 12, 2022, Newbury Street Acquisition
Corporation, a Delaware Corporation (the “Purchaser”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) by and among (i) the Purchaser, (ii)
Infinite Reality Holdings, Inc., a Delaware corporation and a direct
wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser
Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of
Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a
Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company
Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the
Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”),
and (v) Infinite Reality, Inc., a Delaware corporation (the “Target”).

A copy of an article, which includes an interview with Amish Shah, Chief
Investment and Strategy Officer of the Target, is attached hereto as Exhibit
99.1 and incorporated by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act.

Important Information and Where to Find It

In connection with the proposed business combination, the Purchaser and Pubco,
as applicable, plan to file relevant materials with the SEC, including a
registration statement on Form S-4, which will include a preliminary proxy
statement/prospectus and other documents relating to the proposed business
combination. After the registration statement is declared effective by the SEC,
the Purchaser will mail the definitive proxy statement/final prospectus to
holders of shares of Purchaser common stock of a record date to be established
in connection with the Purchaser’s solicitation of proxies for vote by Purchaser
shareholders with respect to the proposed business combination and other matters
as described in the proxy statement/prospectus. Purchaser shareholders and other
interested persons are urged to read the preliminary proxy statement/prospectus
and the amendments thereto, the definitive proxy statement/final prospectus, and
documents incorporated by reference therein, as well as other documents filed
with the SEC in connection with the proposed business combination as these
materials will contain important information about the proposed business
combination. Shareholders will be able to obtain copies of the preliminary and
definitive proxy statement/prospectus and other documents containing important
information about the Purchaser, the Target and the proposed business
combination filed with the SEC once such documents are available on the website
maintained by the SEC at http://www.sec.gov.

Participants in the Solicitation

The Purchaser and the Target and their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of proxies
from the stockholders of the Purchaser in connection with the proposed
transactions under the rules of the SEC. Information about the directors and
executive officers of the Purchaser and their ownership of shares of the
Purchaser’s common stock is set forth in its Annual Report on Form 10-K for the
year ended December 31, 2021, which was filed with the SEC on March 31, 2022,
and in subsequent documents filed with the SEC, including the joint proxy
statement/prospectus to be filed with the SEC. Additional information regarding
the persons who may be deemed participants in the proxy solicitations and a
description of their direct and indirect interests in the proposed transactions,
by security holdings or otherwise, will also be included in the joint
prospectus/proxy statement and other relevant materials to be filed with the SEC
when they become available.




No Offer or Solicitation



This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities in connection with the proposed business
combination shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.

Forward Looking Statements

This communication contains “forward-looking statements,” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements may
generally be identified by terminology such as “will,” “shall,” “may,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other similar words or expressions that
predict or indicate future events or trends that are not statements of
historical matters. These statements are only predictions. The Purchaser and the
Target have based these forward-looking statements largely on their then-current
expectations and projections about future events and financial trends as well as
the beliefs and assumptions of management. Forward-looking statements are
subject to a number of risks and uncertainties, many of which involve factors or
circumstances that are beyond each of the Purchaser’s and the Target’s control.
Actual results could differ materially from those stated or implied in
forward-looking statements due to a number of factors, including but not limited
to: (i) risks associated with the Purchaser’s ability to obtain the shareholder
approval required to consummate the proposed transactions and the timing of the
closing of the proposed transaction, including the risks that a condition to
closing would not be satisfied within the expected timeframe or at all or that
the closing of the proposed transactions will not occur; (ii) the outcome of any
legal proceedings that may be instituted against the parties and others related
to the proposed transactions; and (iii) the occurrence of any event, change or
other circumstance or condition that could give rise to the termination of the
proposed transactions. We refer you to the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
sections of the Purchaser’s Annual Report on Form 10-K for the year ended
December 31, 2021, and other filings made with the SEC and that are available on
the SEC’s website at http://www.sec.gov. All of the forward-looking statements made in
this Current Report on Form 8-K are expressly qualified by the cautionary
statements contained or referred to herein. Accordingly, you should not rely
upon forward-looking statements as predictions of future events. Neither the
Purchaser nor the Target can assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur, and
actual results could differ materially from those projected in the
forward-looking statements. The forward-looking statements made in this
communication relate only to events as of the date on which the statements are
made. Except as required by applicable law or regulation, the Purchaser and the
Target undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made or
to reflect the occurrence of an unanticipated event.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit                                    Description

  99.1       Article

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

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