Item 1.01. Entry into a Material Definitive Agreement.
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 “Original 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”).
On May 15, 2023, the Purchaser,
Pubco, Purchaser Merger Sub, Company Merger Sub and the Target entered into an amendment to the Original Merger Agreement (the “Merger
Amendment” and, together with the Original Merger Agreement, the “Merger Agreement”) to provide for (i) a revised definition
of the definition of “Fully Diluted Shares”, (ii) the removal of Section 7.2(b) of the Original Merger Agreement (Minimum
Cash Condition) in its entirety; and (iii) the addition of a new Section 6.23 providing for the payment by Purchaser of all transaction
expenses up to $10,000,000 in connection with the consummation of the Mergers (as defined in the Merger Agreement) and the other transactions
contemplated by the Merger Agreement.
The foregoing description
of the Merger Amendment is qualified in its entirety by reference to the Merger Amendment, a copy of which is filed as Exhibit 2.1 to
this Form 8-K, and the terms of which are incorporated herein by reference.
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 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, 2022, which was filed with the SEC on March 31, 2023, 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, 2022, 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 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.