Announcement • Dec 21
Infinite Reality, Inc. cancelled the acquisition of Newbury Street Acquisition Corporation (NasdaqCM:NBST) from a group of shareholders in a reverse merger transaction.
Infinite Reality, Inc. entered into a definitive business combination agreement to acquire Newbury Street Acquisition Corporation (NasdaqCM:NBST) from a group of shareholders in a reverse merger transaction on December 12, 2022. The transaction values the combined company at an equity value of approximately $1.85 billion. All current Infinite Reality shareholders are rolling its existing equity. Shareholders of Newbury will also receive a contingent value right as part of the transaction as a result, this may be entitled to receive additional shares of the combined company under certain circumstances. Upon completion, NBST will change its name to Infinite Reality, Inc., and the combined company's common stock is expected to be listed on Nasdaq. Under the terms of the proposed transaction, a new publicly traded holding company was formed under the name Infinite Reality Holdings, Inc. which will have two wholly-owned subsidiaries, one of which, prior to closing, will merge with and into Infinite Reality, with Infinite Reality surviving, and one of which will merge with and into NBST, with NBST surviving. Infinite Reality shall pay Newbury a cash termination fee of $8 million. Current infinite reality leadership will continue in their executive roles. The board will be comprised of members from both NBST and existing Infinite Reality board members.
The completion of the transaction is subject to approval by shareholders of both Infinite Reality and Newbury, the registration statement on Form S-4 having become effective, initial listing application with Nasdaq in connection with the transaction, Newbury Street Acquisition Corporation shall have at least $5,000,001 of net tangible assets as well as regulatory and other closing conditions. The transaction has been approved by the board of directors of both Infinite Reality, Inc. and Newbury. As on May 15, 2023, partied amended the agreement to remove Minimum Cash Condition in the transaction. A Special Meeting of stockholders of Newbury will be held virtually via live webcast on September 22, 2023, at 9:00 a.m., Eastern Time. The transaction is expected to be consummated during the first quarter of 2023. After payment of transaction expenses, up to $128 million in proceeds will be used to continue to build out infrastructure, expand teams in Europe, Asia, and the United States, accelerate marketing of Infinite Reality’s products and services with a focus on sports and entertainment, music, broadcast, and brands, and to finance future acquisitions. As of September 22, 2023, 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, 2023 to March 25, 2024. As of June 12, 2024, Newbury Street Acquisition Corporation, received notice from the Nasdaq Office of General Counsel that the Nasdaq Hearings Panel had granted the Company's request to continue its listing on Nasdaq through September 23, 2024 (the “Extended Date”).
Warren S. de Wied, Michael J. Alter, John M. Bibona, Jason R. Ertel, Amir R. Ghavi, Joshua Wechsler of Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Infinite Reality, Inc. along with Bryan Cave Leighton Paisner, LLP. Martin G. Burkett, Christina Russo, Sarah DeFranco, Erika Labelle, Esther Moreno, Peter Salomon, Jay Schafer and William Sullivan of Akerman LLP LLP is serving as legal counsel to Newbury, along with Ellenoff Grossman & Schole LLP. Continental Stock Transfer & Trust Company acted as the transfer agent to Newbury. Morrow & Co., LLC acted as the information agent to Newbury and will receive a fee of $27,500 for its services.
Infinite Reality, Inc. cancelled the acquisition of Newbury Street Acquisition Corporation (NasdaqCM:NBST) from a group of shareholders in a reverse merger transaction on December 19, 2024. Infinite will pay Newbury Street a fee in the amount of $7,000,000.
