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 524, 2024

Newbury Street Acquisition Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40251		85-3985188
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

121 High Street, Floor 3

Boston, MA

02110

(Address of Principal Executive Offices)

(Zip Code)

(617) 893-3057

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one redeemable warrant	NBSTU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	NBST	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $11.50	NBSTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0103. ~~Notice~~Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing~~Fiscal Year.

On September 5, 2024, Newbury Street Acquisition Corporation, a Delaware Corporation (the “Company”), received written notice (the “Notice Letter”) from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel had determined to delist our securities from The ~~Nasdaq~~disclosure ~~Stock~~contained ~~Market LLC (“Nasdaq”) and that trading~~ in ~~our~~Item ~~securities would be suspended at the open of trading on September 9, 2024, due to our failure to satisfy the terms of the Panel’s June 10, 2024 decision (the “Decision”)~~5.07 ~~Pursuant to the terms~~ of ~~the~~this ~~Decision,~~Current ~~amongst~~Report other things, the Company was required to close its initial business combination (the “Business Combination”) with Infinite Reality, Inc., a Delaware corporation (“Infinite Reality”), with the new entity demonstrating compliance with the initial listing criteria on ~~or before September 23, 2024. On September 3, 2024, the Company’s advisors informed~~Form ~~the~~8-K ~~Panel~~is ~~that~~incorporated ~~the~~herein Company had filed a preliminary proxy statement to extend the deadline to complete its Business Combination from September 25, 2024 to March 25, 2025. Based on this update, the Panel determined it can no longer reasonably conclude that the Company will complete its Business Combination prior to September 23, 2024 as required by ~~the Decision to regain compliance with Nasdaq requirements~~reference. ~~Accordingly, the Panel has determined to delist our securities from Nasdaq as set forth in the Notice Letter.~~

~~Following~~Item ~~suspension~~5.07. Submission of ~~trading~~Matters ~~on Nasdaq, it is anticipated that the Company’s units, common stock and warrants will be subject~~ to ~~quotation and trading on the over-the-counter market under the expected ticker symbols “NBSTU,” “NBST,” and “NBSTW,” respectively. Nasdaq will complete the delisting by filing~~ a ~~Notification~~Vote of ~~Removal~~Security from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Securities and Exchange Commission after the applicable Nasdaq review and appeal periods have lapsedHolders.

~~Important~~Special ~~Information and Where to Find It~~Meeting

InOn ~~connection~~September ~~with the proposed Business Combination~~24, ~~the Company and Infinite Reality Holdings~~2024, ~~Inc.,~~Newbury aStreet ~~Delaware~~Acquisition ~~corporation~~Corporation ~~and a direct wholly-owned subsidiary of the Company, plan to file relevant materials with the U.S. Securities and Exchange Commission~~ (the “~~SEC~~Company”), ~~including~~held a ~~registration~~special ~~statement~~meeting onof ~~Form~~stockholders ~~S-4,~~(the ~~which~~“Special ~~will~~Meeting”) ~~include~~to aapprove ~~preliminary~~the ~~proxy~~Extension ~~statement/prospectus~~Proposal and ~~other documents relating to~~ the ~~proposed~~Adjournment ~~Business Combination. After the registration statement is declared effective by the SEC~~Proposal, ~~the~~ ~~Company~~each ~~will~~as ~~mail~~defined ~~the~~below ~~definitive~~and ~~proxy~~more ~~statement/final~~fully ~~prospectus~~described ~~to holders of shares of Company's common stock of a record date to be established~~ in ~~connection with~~ the Company’s ~~solicitation~~definitive ofproxy ~~proxies~~statement, ~~for~~filed ~~vote by Company shareholders~~ with ~~respect~~ to the ~~proposed~~Securities ~~Business Combination~~ and ~~other~~Exchange ~~matters~~Commission ason ~~described~~September in13, 2024 (the ~~proxy~~“Proxy ~~statement/prospectus~~Statement”). ~~Company~~An ~~shareholders~~aggregate ~~and other~~of ~~interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto~~3, ~~the definitive proxy statement/final prospectus~~951,174 ~~and~~shares ~~documents incorporated by reference therein, as well as other documents filed with the SEC in~~of ~~connection with~~ the ~~proposed~~Company’s ~~Business~~common ~~Combination~~stock, asor ~~these~~approximately ~~materials~~79.8% ~~will~~of ~~contain important information about~~ the ~~proposed~~outstanding ~~Business Combination.~~shares ~~Shareholders~~of ~~will~~common bestock ~~able~~entitled to ~~obtain~~vote ~~copies~~as of the ~~preliminary~~record ~~and definitive proxy statement/prospectus and other~~date ~~documents~~of ~~containing~~September ~~important~~10, ~~information about the Company~~2024, ~~Infinite~~were ~~Reality~~represented ~~and~~in ~~the~~person ~~proposed~~or ~~Business~~by ~~Combination~~proxy ~~filed~~at ~~with~~ the ~~SEC~~ ~~once~~Special ~~such documents are available on the website maintained by the SEC at www~~Meeting.~~sec.gov.~~

1The following is a brief description of the final voting results for each of the proposals submitted to a vote at the Special Meeting:

~~Participants~~Proposal in1 ~~the~~– ~~Solicitation~~The Extension Proposal

~~The~~Stockholders ~~Company~~approved ~~and~~the ~~Infinite Reality~~proposal ~~and their respective directors, executive officers and employees may be deemed~~ to beamend ~~participants in~~ the ~~solicitation~~Company’s ~~of proxies~~Second ~~from~~Amended ~~the~~and ~~stockholders~~Restated Certificate of ~~the~~Incorporation, ~~Company~~as inamended, ~~connection~~to ~~with~~extend the ~~proposed~~date ~~transactions~~by ~~under~~which the ~~rules~~Company ofmust ~~the~~(1) consummate ~~SEC.~~a ~~Information about the directors~~merger, ~~and~~share ~~executive~~exchange, ~~officers~~asset ofacquisition, ~~the~~stock ~~Company~~purchase, ~~and~~recapitalization, ~~their~~reorganization ~~ownership~~or ofother ~~shares~~similar ofbusiness ~~the~~combination ~~Company’s~~(an ~~common~~“initial business ~~stock~~combination”), is(2) cease ~~set~~all ~~forth~~operations inexcept ~~its Annual Report on Form 10-K~~ for the ~~year~~purpose ~~ended~~of ~~December~~winding ~~31,~~up ~~2023,~~if ~~which~~it ~~was~~fails ~~filed~~to ~~with~~complete ~~the~~such ~~SEC~~initial business ~~on June 5~~combination, ~~2024,~~ and in(3) redeem ~~subsequent~~all ~~documents~~of ~~filed with~~ the ~~SEC,~~shares ~~including~~of ~~the~~common ~~joint~~stock, ~~proxy~~par ~~statement/prospectus~~value ~~to be filed with the SEC~~$0.0001 ~~Additional~~per ~~information~~share, ~~regarding~~of the ~~persons~~Company ~~who may~~(“Common beStock”) ~~deemed~~included ~~participants~~as inpart ~~the proxy solicitations and a description~~ of ~~their~~the ~~direct~~units ~~and~~sold ~~indirect interests~~ in the ~~proposed~~Company’s ~~transactions, by~~initial ~~security~~public ~~holdings~~offering ~~or otherwise, will also be included in~~ (the ~~joint~~“Public ~~prospectus/proxy~~Shares”) ~~statement~~from September ~~and~~25, ~~other~~2024 ~~relevant materials~~ to beMarch 25, ~~filed with~~2025 (the ~~SEC~~“Extension ~~when they become available~~Proposal”).

NoThe ~~Offer~~final orvoting ~~Solicitation~~results for the Extension Proposal were as follows:

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.

Votes For		Votes Against		Abstentions
3,951,174		0		0

~~Forward~~Proposal ~~Looking~~2 ~~Statements~~– The Adjournment Proposal

~~This~~Stockholders ~~communication~~approved ~~contains “forward-looking~~an ~~statements,”~~adjournment ~~within the meaning~~ of ~~Section 27A of~~ the ~~Securities~~Special ~~Act~~Meeting and Section 21E of the Exchange Act. 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 Company and Infinite Reality 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~~later ~~and~~date ~~uncertainties, many of which involve factors~~ or ~~circumstances~~dates, ~~that~~if ~~are~~necessary ~~beyond each of the Company’s and Infinite Reality’s control. Actual results could differ materially from those stated~~ or ~~implied in forward-looking statements due to a number of factors~~convenient, ~~including~~ ~~but not limited~~ to: ~~(i)~~permit ~~risks~~further ~~associated~~solicitation ~~with the Company’s ability to obtain the shareholder approval required to consummate the proposed transactions~~ and ~~the~~vote ~~timing~~ of ~~the~~proxies ~~closing~~in 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~~there ~~give~~are ~~rise to the termination of the proposed transactions. We refer~~insufficient ~~you~~votes ~~to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K~~ for ~~the year ended December 31~~, 2023, and other filings made with the SEC and that are available on the SEC’s website at 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~~otherwise to herein. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither the Company nor Infinite Reality can assure you that the events and circumstances reflected in ~~the~~connection ~~forward-looking statements will be achieved or occur~~with, ~~and actual results could differ materially from those projected in~~ the ~~forward-looking~~approval ~~statements. The forward-looking statements made in this communication relate only to events as~~ of the ~~date~~Extension onProposal ~~which~~ (the ~~statements~~“Adjournment ~~are made~~Proposal”). ~~Except~~An ~~as required by applicable law or regulation, the Company and Infinite Reality undertake no obligation~~adjournment toof ~~update any forward-looking statement to reflect events or circumstances after~~ the ~~date~~Special onMeeting ~~which~~was ~~the~~not ~~statement is made or to reflect the occurrence of an unanticipated event~~necessary.

2The final voting results for the Adjournment Proposal were as follows:

SIGNATURE

Votes For		Votes Against		Abstentions
3,951,174		0		0

~~Pursuant~~There towere ~~the~~no ~~requirements~~broker ofnon-votes ~~the~~in ~~Securities~~connection ~~Exchange~~with ~~Act~~the ofExtension ~~1934,~~Proposal ~~the~~and ~~registrant~~Adjournment ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Proposal.

Dated: September 6, 2024
	Newbury Street Acquisition Corporation
	By:	/s/ Thomas Bushey
		Thomas Bushey
		Chief Executive Officer

Charter Amendment

3On September 24, 2024, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination to from September 25, 2024 to March 25, 2025.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Redemptions and Contribution

In connection with approval of the Extension Proposal, the holders of 555,266 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.99 per share, for an aggregate redemption amount of approximately $6,102,373.34. As a result, approximately $6,102,373.37 will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 575,808 Public Shares.

Also in connection with the approval of the Extension Proposal, Infinite Reality, Inc. (“Infinite Reality”) agreed to contribute to the Company $0.06 for each Public Share on a monthly basis that is not redeemed in connection with the Extension Amendment for the Extension (commencing on September 23, 2024 and on the 23^rd day of each subsequent month) until March 25, 2025, or portion thereof, that is needed to complete an initial business combination, which amount will be deposited into the trust account.

The foregoing description is qualified in its entirety by reference to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on September 13, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Newbury Street Acquisition Corporation, dated September 24, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 26, 2024

	Newbury Street Acquisition Corporation

	By:	/s/ Thomas Bushey
		Thomas Bushey
		Chief Executive Officer

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