NOTICE
OF THE SPECIAL MEETING
TO BE HELD ON MARCH ,
2023
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 March , 2023, 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 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 (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 March 25, 2023 to September 25, 2023 (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 (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.
The Charter provides that the Company has until
March 25, 2023, to complete an initial business combination. The Company’s Board has determined that there may not be sufficient
time before March 25, 2023 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 SEC on December
15, 2022.
Approval of the Extension Proposal is a condition
to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our Public
Shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension.
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.
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.
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 March , 2023 (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 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.
If the Extension is not approved and we do not
consummate an initial business combination by March 25, 2023, 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 March 25, 2023 or
by the applicable deadline as may be extended.
In connection with the Company’s IPO, Newbury
Street Acquisition Sponsor LLC (the “Sponsor”) entered into a letter agreement to vote its shares of Common Stock purchased
prior to the IPO (the “Founder Shares”), the Common Stock purchased by the Sponsor in the private placement that was
consummated simultaneously with the IPO, and any Public Shares purchased by the Sponsor during or after the IPO, in favor of Newbury Street’s
initial business combination. As of the record date, the Sponsor owns approximately [●]% of Newbury Street’s total outstanding
common stock. Accordingly, in addition to the shares held by the Sponsor, the Company would need [●] shares of Common Stock, or
approximately [●]% of the outstanding shares of Common Stock voted in favor of the Extension Proposal in order for it to be approved,
assuming all outstanding shares are voted on such proposal (provided that the Company will not proceed with the Extension if the number
of redemptions of the Public Shares causes the Company to have less than $5,000,001 of net tangible assets following approval of the Extension).
Only stockholders of record of the Company
as of the close of business on February 22, 2023 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or
postponement thereof. Each share of Common Stock entitles the holder thereof to one vote. On the record date, there were [●] shares
of Common Stock issued and outstanding. The Company’s warrants do not have voting rights in connection with the proposals.
Your
vote is important. Proxy voting permits stockholders unable to attend the Special Meeting online to vote their shares through a proxy.
By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing
and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed
and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting
instructions or revoke your proxy at any time prior to the Special Meeting by following the instructions included in this proxy statement
and on the proxy card.
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. You are urged to review carefully the information contained in the enclosed proxy statement prior
to deciding how to vote your shares. If you have any questions or need assistance voting your shares, please contact [●], our proxy
solicitor, by calling [●], or banks and brokers can call collect at [●], or by emailing [●].
By Order of the Board, |
|
|
|
|
|
Thomas Bushey |
|
Chief Executive Officer and Director |
|
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING TO BE HELD ON MARCH , 2023
This
Notice of Special Meeting and Proxy Statement are available at [●].
TABLE
OF CONTENTS
NEWBURY
STREET ACQUISITION CORPORATION
PROXY
STATEMENT
FOR
THE SPECIAL MEETING
To Be Held at , Eastern Time, on March ,
2023
This proxy statement and the enclosed form of
proxy are furnished in connection with the solicitation of proxies by the board of directors (the “Board”) for use
at the Special Meeting of Newbury Street Acquisition Corporation, a Delaware corporation (the “Company,” “Newbury
Street,” “we,” “us” or “our”), and any postponements, adjournments
or continuations thereof (the “Special Meeting”). The Special Meeting will be held virtually via live webcast on March ,
2023, at , Eastern Time. You will be able to attend the Special Meeting online, vote and submit your questions during the Special
Meeting by visiting [●].
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
proxy statement and the documents incorporated by reference into this proxy statement contain forward-looking statements. These forward-looking
statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results
to differ materially from expectations. These forward-looking statements should not be relied upon as predictions of future events as
Newbury Street cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can
identify forward-looking statements by the use of forward-looking terminology including “anticipates,” “believes,”
“continue,” “could,” “design,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potentially,” “predict,” “pro forma” “seeks,”
“should,” “will” or the negative of these words and phrases or other variations of these words and phrases or
comparable terminology.
All
statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking
statements include any statements of the plans, strategies and objectives of management for future operations, including the execution
of integration and restructuring plans and the anticipated timing of filings; any statements concerning proposed new products or developments;
any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying
any of the foregoing. Forward-looking statements may also include any statements of the plans, strategies and objectives of management
with respect to the approval and the closing of the initial business combination, Newbury Street’s ability to solicit a sufficient
number of proxies to approve the initial business combination and other matters related to the closing of the initial business combination.
For
a discussion of the factors that may cause Newbury Street’s actual results, performance or achievements to differ materially from
any future results, performance or achievements expressed or implied in such forward-looking statements, or for a discussion of risk
associated with the ability of Newbury Street to complete the initial business combination and the effect of the initial business combination
on the business of Newbury Street, see the section titled “Risk Factors.”
In
addition, statements that “Newbury Street believes” and similar statements reflect the beliefs and opinions on the relevant
subject of Newbury Street. These statements are based upon information available as of the date of this proxy statement, and while Newbury
Street believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such
statements should not be read to indicate that Newbury Street has conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
If
any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of Newbury Street could differ
materially from the forward-looking statements. All forward-looking statements in this proxy statement are current only as of the date
on which the statements were made, or in the case of a document incorporated by reference, as of the date of such document. Except as
required by applicable law or regulation, Newbury Street does not undertakes any obligation to update publicly any forward-looking statements
for any reason after the date of this proxy statement or to conform these statements to actual results or to changes in expectations.
RISK
FACTORS
You
should carefully consider the below risk factors and refer to the “Risk Factors” section of our Annual Report on Form 10-K
for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31,
2022, the Company’s subsequent Quarterly Reports on Form 10-Q and elsewhere in our filings with the SEC. The risks and uncertainties
described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware
of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition
and operating results or result in our liquidation.
There
are no assurances that the Extension will enable us to complete an initial business combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that our initial business
combination will be consummated prior to the Extended Date. Our ability to consummate an initial business combination is dependent on
a variety of factors, many of which are beyond our control.
We
are required to offer stockholders the opportunity to redeem shares in connection with the Extension, and we will be required to offer
stockholders redemption rights again in connection with any stockholder vote to approve an initial business combination. Even if the
Extension or an initial business combination is approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate an initial business combination on commercially acceptable terms, or at all.
The
fact that we will have separate redemption periods in connection with the Extension and an initial business combination vote could exacerbate
these risks. Other than in connection with a redemption offer or liquidation, our stockholders may be unable to recover their investment
except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders
will be able to dispose of our shares at favorable prices, or at all.
If
the Extension Proposal is not approved, we will be required to cease all operations on March 25, 2023, except for the purposes of winding
up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may receive only $[●] per share,
or less than such amount in certain circumstances, and will forgo any of the potential benefits from a completed initial business combination
including potential stock price appreciation and the ability to exercise the Company’s warrants.
If the Extension is not approved and we do not
consummate an initial business combination by March 25, 2023, 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 March 25, 2023 or
by the applicable deadline as may be extended. In such case, our Public Stockholders may receive only $[●] per share, or less than
$[●] per share, on the redemption of their shares. Additionally, if the Extension Proposal is not approved, you will forgo any of
the potential benefits that could have been realized from a completed initial business combination resulting in owning shares in a successor
operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our
warrants would expire worthless. There will be no redemption rights or liquidating distributions with respect to our warrants.
Changes
to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations,
interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business
combination.
We
are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state
and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially
other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to
comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional
laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes
could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination.
A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,
including our ability to negotiate and complete an initial business combination. The SEC has, in the past year, adopted certain rules
and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial
business combination, including the SPAC Rule Proposals described below.
The
SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time
needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), which include proposals relating to disclosures
in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private
operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of
projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain
participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the
Investment Company Act of 1940, as amended (“Investment Company Act”), including a proposed rule that would provide
SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset
composition, business purpose and activities. Final rules related to the above are expected to be issued by the SEC in April 2023. Certain
of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC
Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and the time required
to consummate a business combination, and may constrain the circumstances under which we could complete a business combination.
If
we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete
an initial business combination and instead be required to liquidate and dissolve the Company.
As described above, the SPAC Rule Proposals relating
to, among other things, circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations
thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company”
under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation
of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to
comply with the safe harbor, the SPAC Rule Proposals would require a SPAC to file a report on Form 8-K announcing that it has entered
into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration
statement for its initial public offering. Such SPAC would then be required to complete its initial business combination no later than
24 months after the effective date of the registration statement for its initial public offering. As indicated above, we completed our
IPO in March 2021 and have operated as a blank check company searching for a target business with which to consummate an initial business
combination since such time (or approximately 23 months after the effective date of our IPO, as of the date of this proxy statement).
If the Extension Proposal is granted for an additional six months and the SPAC Rule Proposals are adopted as proposed, the safe harbor
would not be available to us because we would not be able to satisfy the 24 months requirement to complete an initial business combination.
There
is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made
that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment
Company Act, based on the current views of the SEC. If we were deemed to be an investment company for purposes of the Investment Company
Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company.
If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor
operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our
warrants would expire worthless.
The funds in the Trust Account have, since
our IPO, been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act,
with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of February 22, 2023, amounts held in Trust Account
included approximately $[●] million of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered
investment company under the Investment Company Act, we may, in our discretion, on or prior to the 24-month anniversary of the effective
date of our IPO registration statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust
Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds
in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of an initial business combination
or our liquidation. Following such a liquidation of the assets in our Trust Account, we would likely receive minimal interest, if any,
on the funds held in the Trust Account, which would reduce the dollar amount our Public Stockholders would otherwise receive upon any
redemption or liquidation of the Company if the assets in the Trust Account had remained in U.S. government securities or money market
funds. This means that the amount available for redemption may not increase in the future, and those stockholders who elect not to redeem
their Public Shares in connection with the Extension Proposal may receive no more than the same per share amount, without additional
interest, if they redeem their Public Shares in connection with an initial business combination or if the Company is liquidated in the
future, in each case as compared with the per share amount they would have received if they had redeemed their Public Shares in connection
with the Extension.
Additionally, the longer that the funds in the
Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even
prior to the 24-month anniversary of the closing of our IPO, there is a greater risk that we may be considered an unregistered investment
company. For so long as the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested
exclusively in such securities, the risk that we may be considered an unregistered investment company and required to liquidate is greater
than that of a special purpose acquisition company that has elected to liquidate such investments and to hold all funds in its Trust Account
in cash (i.e., in one or more bank accounts). Accordingly, we may determine, in our discretion, to liquidate the securities held in the
Trust Account at any time, and subject to the approval of the Extension Proposal, up to the 30-month anniversary of the closing of our
IPO, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our Public Stockholders would
receive upon any redemption or our liquidation.
We may not be able to complete an initial business combination
with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory
authorities pursuant to certain U.S. or foreign laws or regulations.
Certain acquisitions or business combinations
may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event
that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit
an initial business combination to be consummated with us, we may not be able to consummate a Business Combination with such target.
Our Sponsor is a U.S. entity of which Thomas
Bushey and Kenneth King are managing members. Messrs. Bushey and King also serve as executive officers and directors of the Company.
Mr. Bushey is a U.S. citizen and Mr. King is a U.K. citizen. Mr. King is a director and holds approximately thirty-three percent
(33%) equity interests in one of the members of our Sponsor, which member is an asset management firm based in Hong Kong, and such member
holds approximately forty-seven percent (47%) equity interests in our Sponsor. Also, another member of our Sponsor, which member
is an asset management firm based in Hong Kong, holds approximately twelve percent (12%) equity interests in our Sponsor. As such,
our Sponsor may be deemed to have substantial ties with non-U.S. persons. Among other things, the U.S. Federal Communications Act prohibits
foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast,
common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines.
In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice
and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee
on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions
involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national
security of the United States. Therefore, because we may be considered a “foreign person” under such rules and regulations,
we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed initial business combination is between us
and a U.S. target company engaged in a regulated industry or which may affect national security.
Outside the U.S., laws or regulations may
affect our ability to consummate a business combination with potential target companies incorporated or having business operations in
jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses
relating to a country’s culture or heritage may be implicated.
U.S. and foreign regulators generally have
the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms
and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that
potential target.
As a result of these various restrictions,
the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected
in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review could be
lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals
within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share,
and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and
the chance of realizing future gains on your investment through any price appreciation in the combined company.
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why
am I receiving this proxy statement?
This proxy statement and the enclosed proxy card
are being sent to you in connection with the solicitation of proxies by our Board for use at the Special Meeting to be held virtually
on March , 2023, or at any adjournments or postponement thereof. This proxy statement summarizes the
information that you need to make an informed decision on the proposals to be considered at the Special Meeting.
Newbury
Street Acquisition Corporation is a blank check company incorporated on November 6, 2020 as a Delaware corporation. The Company was formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses (an “initial business combination”).
As
previously announced, on December 12, 2022, the Company entered into an Agreement and Plan of Merger (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.
The Charter provides that the Company has until
March 25, 2023, to complete an initial business combination. The Company’s Board has determined that there may not be sufficient
time before March 25, 2023 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 SEC on December
15, 2022.
What
is being voted on?
You
are being asked to vote on the following proposals:
| 1. | The Extension Proposal — to amend the Company’s
Charter pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement to extend the date by
which the Company must (1) consummate 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 Public Shares from March 25, 2023 to September
25, 2023 (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. |
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, you will retain
the right to vote on our initial business combination if and when it is submitted to stockholders and the right to redeem your Public
Shares for cash in the event an initial business combination is approved and completed or the Company has not consummated an initial business
combination by the Extended Date.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our
Board. Thomas Bushey and Kenneth King have been nominated in the proxy as the proposed proxy for stockholders to appoint as their proxy
at the Special Meeting. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at
the Special Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares
will be voted in accordance with the recommendations of our Board as described below. If any matters not described in this proxy statement
are properly presented at the Special Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the
Special Meeting is adjourned, the proxy holders can vote the shares on the new Special Meeting date as well, unless you have properly
revoked your proxy instructions, as described elsewhere herein.
Can I attend the Special Meeting?
You are entitled to participate in the Special
Meeting if you were a stockholder of record or a beneficial owner of the Company’s Common Stock as of the close of business on
the February 22, 2021, the record date, or you hold a valid legal proxy for the Special Meeting.
The Special Meeting will be held virtually
via live webcast at , Eastern Time, on March , 2023. The Special Meeting will only be accessible online through the
Internet. 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 comply with the meeting rules of conduct. The rules of conduct will be posted on
the virtual meeting web portal. We encourage you to access the Special Meeting webcast prior to the start time. Online check-in will
begin 15 minutes prior to the start time of the Special Meeting, and you should allow ample time for the check-in procedures.
If you hold your shares in “street name,”
which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that
votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with
instructions on how to vote your shares.
Why should I vote to approve the Extension?
Our Board believes stockholders will benefit from
the Company consummating an initial business combination and is proposing the Extension to extend the date by which the Company has to
complete an initial business combination until the Extended Date. The Extension would give the Company the opportunity to complete its
initial business combination.
The Charter currently provides that if the Company
does not complete an initial business combination by March 25, 2023, 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 March 25, 2023 or
by the applicable deadline as may be extended.
We believe that the provisions of the Charter
described in the preceding paragraph were included to protect the Company’s stockholders from having to sustain their investments
for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by
the Charter. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business
combination and our belief that an initial business combination offers an attractive investment for our stockholders, the Extension is
warranted.
In connection with the Extension, Public Stockholders
may elect to redeem their 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. We will not proceed with the Extension if redemptions of Public Shares cause us
to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.
Liquidation of the Trust Account is a fundamental
obligation of the Company to the Public Stockholders, and the Company is not proposing, and will not propose, to change that obligation
to the Public Stockholders. If holders of Public Shares do not elect to redeem their Public Shares, such holders shall retain redemption
rights in connection with an initial business combination. Assuming the Extension is approved, the Company will have until the Extended
Date to complete an initial business combination, unless the Company obtains any additional extension.
Our Board recommends that you vote in favor of
the Extension Proposal, but expresses no opinion as to whether you should redeem your Public Shares.
How do the Company insiders intend to vote their shares?
The Sponsor, the Company’s directors, officers
and advisors and their permitted transferees (collectively, the “Initial Stockholders”) are expected to vote any shares
of Common Stock over which they have voting control in favor of the Extension Proposal and, if presented, the Adjournment Proposal.
The Initial Stockholders are not entitled to redeem
any shares of Common Stock held by them. On the record date, the Initial Stockholders beneficially owned and were entitled to vote [●]
shares of Common Stock, which represents approximately [●]% of the Company’s issued and outstanding shares of Common Stock.
Subject to applicable securities laws (including
with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective
affiliates may (i) purchase Public Shares from institutional and other investors (including those who vote, or indicate an intention to
vote, against any of the proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares),
(ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii)
execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements in the future. In the event
that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase Public Shares in situations
in which the tender offer rules restrictions on purchases would apply, the Public Shares (a) would be purchased at a price no higher than
the price offered through the Company’s redemption process; (b) will not be voted at the Special Meeting; and (c) would not be redeemable
by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates.
The Company will file a Current Report on Form 8-K
to disclose arrangements entered into or purchases made by any of the aforementioned persons, which report will include the number of
shares purchased, the purchase price, the purpose of the purchase, the impact that such purposes would have on the likelihood that the
Extension Proposal will be approved, the nature of the security holders who sold to the Sponsor, the Company’s directors, officers,
advisors or its affiliates, and the number of Public Shares then redeemed.
The purpose of such stock purchases and other
transactions would be to increase the likelihood of obtaining stockholder approval for the proposals, to minimize redemptions of Public
Shares, and to ensure that the Company has at least $5,000,001 of net tangible assets following approval of the Extension Proposal, where
it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as
of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against
potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares
or rights owned by the Sponsor for nominal value.
If such transactions are effected, the consequence
could be to cause the Extension to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with
SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Special Meeting
and could decrease the chances that the Extension would be approved. Entering into any such arrangements may have a depressive effect
on Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares
at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the Special
Meeting. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders
of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.
The Company hereby represents that any Company
securities purchased by the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates in situations
in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Extension Proposal.
What vote is required to approve the Extension Proposal?
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.”
What vote is required to approve the Adjournment Proposal?
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.
What if I want to vote against or don’t want to vote for
any of the proposals?
If you do not want any of the proposals to be
approved, you must abstain, not vote or vote against such proposal. A stockholder’s failure to vote by proxy or to vote in person
at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum. Abstentions will be counted
in connection with the determination of whether a valid quorum is established.
Will you seek any further extensions to liquidate the Trust Account?
Other than the extension until the Extended Date
as described in this proxy statement, we do not anticipate seeking any further extension to consummate an initial business combination.
What happens if the Extension Proposal is not approved?
If the Extension Proposal is not approved and
we do not consummate an initial business combination by March 25, 2023, 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.
The Initial Stockholders have agreed to waive
their respective rights to liquidating distributions from the Trust Account in respect of any Founder Shares held by them if the Company
fails to complete an initial business combination by March 25, 2023, or by the applicable deadline as may be extended, although they will
be entitled to liquidating distributions from the Trust Account with respect to any shares of Common Stock they hold if the Company fails
to complete its initial business combination by such date. 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 March 25, 2023 or by the applicable
deadline as may be extended. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Extension is approved, what happens next?
The Company is continuing its efforts to complete
its initial business combination.
As previously announced, on December 12, 2022,
the Company entered into the Merger Agreement. The Charter provides that the Company has until March 25, 2023 to complete an initial business
combination. The Company’s Board has determined that there may not be sufficient time before March 25, 2023 to complete an initial
business combination, and in order to complete the Mergers contemplated by the Merger Agreement, it is appropriate to obtain the Extension.
If the Extension is approved, the Company expects to continue using best efforts to complete the Mergers contemplated by the Merger Agreement
as soon as practicable and seeking stockholder approval of an initial business combination. If stockholders approve an initial business
combination, the Company expects to consummate such initial business combination as soon as possible following stockholder approval and
satisfaction of the other conditions to the consummation of such initial business combination.
Following the approval of the Extension Proposal
by 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, the Company will file the Amended Charter with the Secretary of State
of the State of Delaware as soon as practicable after the Special Meeting. The Company will remain a reporting company under the Exchange
Act, and its units, Common Stock and public warrants will remain publicly traded.
If the Extension is approved, any removal of any
Withdrawal Amount (defined as an amount equal to the number of Public Shares properly redeemed multiplied by the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes
payable), divided by the number of then outstanding Public Shares) from the Trust Account will reduce the amount remaining in the Trust
Account and increase the percentage interest of shares of Common Stock held by the Sponsor. We will not proceed with the Extension if
redemptions of Public Shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension.
Where will I be able to find the voting results of the Special
Meeting?
We will announce preliminary voting results at
the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business
days after the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four
business days after the Special Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the
final results in an amendment to such Current Report on Form 8-K as soon as they become available.
Would I still be able to exercise my redemption rights in connection
with a vote to approve a proposed initial business combination?
Yes. Assuming you are a stockholder as of the
record date for voting on a proposed initial business combination, you will be able to vote on a proposed initial business combination
if and when it is submitted to stockholders. If you disagree with an initial business combination, you will retain your right to redeem
your Public Shares upon consummation of such initial business combination, subject to any limitations set forth in our Charter or the
Amended Charter (as applicable).
How do I change my vote?
If
you are a stockholder of record and give a proxy, you may change or revoke it at any time before the Special Meeting or at the Special
Meeting by doing any one of the following:
| ● | Send
a later-dated, signed proxy card to the Company at 121 High Street, Floor 3, Boston, MA 02110,
attn: Secretary, so that it is received prior to the vote at the Special Meeting, which is
scheduled to take place on March , 2023 (or, in the case of an adjournment, no later than
the time appointed for the holding of the adjourned meeting). |
| ● | Submit
a later-dated vote by telephone or Internet, because only your latest telephone or Internet
vote received by 11:59 p.m., Eastern Time, on [●] 2023 will be counted. |
| ● | Send
a notice of revocation in writing to the Company’s Secretary at 121 High Street, Floor
3, Boston, MA 02110, which must be received prior to the vote at the Special Meeting. |
| ● | Attend
the Special Meeting, revoke your proxy and vote at the meeting. Simply attending the Special
Meeting will not constitute revocation. |
However,
if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other
nominee to change your vote.
How are votes counted?
Votes will be counted by the inspector of election
appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes
for each of the proposals. A stockholder’s failure to vote by proxy or to vote in person at the meeting will not be counted towards
the number of shares required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether
a valid quorum is established.
If my shares are held in “street name,” will my broker
automatically vote them for me?
If you do not give instructions to your broker,
your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”
items. We believe that each of the proposals are “non-discretionary” items.
Your broker can vote your shares with respect
to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your
shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated
as broker non-votes with respect to all proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing
a quorum, will not count as votes cast at the Special Meeting.
What is a quorum?
A quorum is the minimum number of shares required
to be present at the Special Meeting for the Special Meeting to be properly held under our Bylaws. The presence, in person, by proxy,
or if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued
and outstanding shares of Common Stock entitled to vote at the Special Meeting constitutes a quorum. Proxies that are marked “abstain”
and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called
“broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters.
If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not
vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “nondiscretionary”
matter.
Who can vote at the Special Meeting?
Holders of our shares of Common Stock as of
the close of business (Eastern Time) on February 22, 2023, the record date, are entitled to vote at the Special Meeting. As of the record
date, there were [●] shares of Common Stock issued and outstanding. In deciding all matters at the Special Meeting, each stockholder
will be entitled to one vote for each share held by them on the record date.
Registered Stockholders. If our shares
are registered directly in your name with our transfer agent, Continental, you are considered the stockholder of record with respect to
those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy
card or to vote in person at the Special Meeting.
Street Name Stockholders. If our shares
are held on your behalf in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares
held in “street name,” and your broker or nominee is considered the stockholder of record with respect to those shares. As
the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner
is not the stockholder of record, you may not vote your shares of Common Stock at the Special Meeting unless you follow your broker’s
procedures for obtaining a legal proxy. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or
other nominee as “street name stockholders.”
Does the Board recommend voting for the approval of the proposals?
Yes. After careful consideration of the terms
and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and its
stockholders. The Board recommends that the Company’s stockholders vote “FOR” each of the proposals.
What interests do the Sponsor and the Company’s directors
and officers have in the approval of the proposals?
The Sponsor and the Company’s directors
and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. See the section
entitled “Proposal No. 1 — The Extension Proposal — Interests of the Sponsor and the Company’s Directors and
Officers.”
Are there any dissenter’s or appraisal or similar rights
for dissenting stockholders?
Neither Delaware Law nor our Charter provide for
appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Special
Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.
What happens to the Company’s warrants if the Extension
is not approved?
If the Extension is not approved and we do not
consummate an initial business combination by March 25, 2023, 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 March 25, 2023 or
by the applicable deadline as may be extended.
What happens to the Company’s warrants if the Extension
is approved?
If the Extension is approved, the Company will
continue to attempt to consummate an initial business combination until the Extended Date and will retain the blank check company restrictions
previously applicable to it. The warrants will remain outstanding in accordance with their terms.
How are the funds in the Trust Account currently being held?
With respect to the regulation of SPACs, on March
30, 2022, the SEC issued the SPAC Rule Proposals relating to, among other items, the extent to which SPACs could become subject to regulation
under the Investment Company Act, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment
company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.
With regard to the SEC’s investment company
proposals included in the SPAC Rule Proposals, while the funds in the Trust Account have, since our IPO, been invested in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in
any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company
Act, as determined by the Company, to mitigate the risk of being viewed as operating as an unregistered investment company (including
pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we will, subject to the approval of the Extension
Proposal, on or prior to, September 25, 2023, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the
Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all
funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of consummation of our initial business combination
or liquidation, which could reduce the dollar amount our Public Stockholders would receive upon any redemption or liquidation of the Company.
How do I vote?
You
are entitled to one vote for each share of Common Stock that you owned as of the close of business on February 22, 2023, the record date.
If you were a holder of record of the Company’s Common Stock as of the close of business on February 22, 2023, the record date
for the Special Meeting, you may vote with respect to the proposals by attending the Special Meeting and voting electronically during
the meeting. You may also vote prior to the Special Meeting in the following ways:
| ● | Internet:
Log on to the Internet and visit [●], by 11:59 p.m., Eastern Time, on March [●],
2023 and follow the instructions provided to submit your vote. |
| ● | Phone:
Call [●] and follow the voice recording instructions to submit your vote. |
| ● | Mail:
Mark, sign, date and return the proxy card promptly using the pre-addressed postage-paid
envelope provided. |
You
may still attend the Special Meeting and vote virtually at the meeting if you have already voted by proxy.
If
your shares of Common Stock, including those shares held as a constituent part of the Company’s units, are held in “street
name” by a bank, broker or other nominee, you have the right to direct your broker or other agent on how to vote the shares in
your account. You are also invited to attend the Special Meeting. However, unless you are the stockholder of record, you may not vote
your shares virtually at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
THE
VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS
PROXY STATEMENT.
How do I redeem my Public 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 if the Extension Proposal
is approved. 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 March , 2023 (two business days prior to the vote at the Special Meeting), (a) submit a written request to 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 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.
Based upon the amount held in the Trust Account
as of February 22, 2023, the record date, which was $[●], 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 a share of Common Stock on February 16, 2023 was $10.10. 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.
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials,
including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered
in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account,
you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares, or submit
your proxy votes by telephone or Internet by following the instructions on the enclosed proxy card.
Who is paying for this proxy solicitation?
Our Board is soliciting proxies for use at the
Special Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged [●] to assist
in the solicitation of proxies for the Special Meeting. We have agreed to pay [●] a fee of $[●], plus associated disbursements,
for the Special Meeting and will reimburse [●] for its reasonable out-of-pocket expenses and indemnify [●] against
certain losses, damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries
representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of
shares of Common Stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by
telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Who can help answer my questions?
If you have questions about the Special Meeting
or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would
like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31,
2021, and our subsequent Quarterly Reports on Form 10-Q, you should contact:
Newbury Street Acquisition Corporation
121 High Street, Floor 3,
Boston, MA 02110
Telephone: (617) 893-3057
You may also contact the Company’s proxy
solicitor at:
[●]
[Address]
Telephone: [●]
(banks and brokers can call collect at [●])
Email: [●]
You may also obtain additional information about
the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More
Information.”
If you are a holder of Public Shares and you intend
to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to the transfer agent
at the address below prior to 5:00 p.m., Eastern Time, on March ,
2023 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position
or delivery of your shares, please contact:
[●]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: [●]
THE SPECIAL MEETING
Date, Time, Place and Purpose of the Special Meeting
The Special Meeting will be held virtually via
live webcast on March , 2023, at , Eastern Time, to consider and vote upon
the proposals to be put to the Special Meeting.
At the Special Meeting, you will be asked to consider
and vote on proposals to:
|
1. |
Proposal No. 1 — The Extension Proposal — to amend the Company’s Charter pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (1) consummate 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 Public Shares from March 25, 2023 to September 25, 2023; 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, 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 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 the Merger Agreement by and among (i) the Company, (ii) Pubco, (iii) Purchaser Merger Sub, (iv) Company Merger
Sub, and (v) 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.
The Charter provides that the Company has until
March 25, 2023, to complete an initial business combination. The Company’s Board has determined that there may not be sufficient
time before March 25, 2023 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 SEC on December
15, 2022.
Voting Power; Record Date
Only stockholders of record of the Company
as of the close of business on February 22, 2023, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or
postponement thereof. Each share of Common Stock entitles the holder thereof to one vote. If your shares are held in “street name”
or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own
are properly counted. On the record date, there were [●] shares of Common Stock issued and outstanding. The Company’s warrants
do not have voting rights in connection with the proposals.
Quorum and Vote of Stockholders
A quorum is the minimum number of shares required
to be present at the Special Meeting for the Special Meeting to be properly held under our Bylaws. The presence, in person, by proxy,
or if a corporation or other non-natural person, by its duly authorized representative or proxy, of the holders of a majority of the issued
and outstanding shares of Common Stock entitled to vote at the Special Meeting constitutes a quorum. Proxies that are marked “abstain”
and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called
“broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters.
If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not
vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “nondiscretionary”
matter.
Votes Required
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.
If you do not want any of the proposals to be
approved, you must abstain, not vote or vote against such proposal. A stockholder’s failure to vote by proxy or to vote in person
at the Special Meeting 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.
Voting
Our Board is asking for your proxy. Giving our
Board your proxy means you authorize it to vote your shares at the Special Meeting in the manner you direct. You may vote for or withhold
your vote for the proposal or you may abstain from voting. All valid proxies received prior to the Special Meeting will be voted. All
shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter
to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares
will be voted “FOR” each of the proposals and as the proxy holders may determine in their discretion with respect to any other
matters that may properly come before the Special Meeting.
You can vote your shares at the Special Meeting
virtually or by proxy. You may attend the Special Meeting via live webcast. You will be able to attend the Special Meeting online, vote
and submit your questions during the Special Meeting by visiting [●]. You may submit your proxy by completing, signing, dating and
returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope, or submit your proxy vote by telephone or Internet
by following the instructions on the enclosed proxy card. If you hold your shares in “street name,” which means your shares
are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares
you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote
your shares or, if you wish to attend the Special Meeting and vote in person online, obtain a valid proxy from your broker, bank or nominee.
Proxies that are marked “abstain”
and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” (so-called
“broker non-votes”) will be treated as shares present for purposes of determining the presence of a quorum on all matters.
If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not
vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary”
matter.
Stockholders who have questions or need assistance
in completing or submitting their proxy cards should contact our proxy solicitor, [●], at [phone] or by sending a letter to
[address], or by emailing [email].
Revocability of Proxies
If
you are a stockholder of record and give a proxy, you may change or revoke it at any time before the Special Meeting or at the Special
Meeting by doing any one of the following:
| ● | Send
a later-dated, signed proxy card to the Company at 121 High Street, Floor 3, Boston, MA 02110,
attn: Secretary, so that it is received prior to the vote at the Special Meeting, which is
scheduled to take place on March , 2023 (or, in the case of an adjournment, no later than
the time appointed for the holding of the adjourned meeting). |
| ● | Submit
a later-dated vote by telephone or Internet, because only your latest telephone or Internet
vote received by 11:59 p.m., Eastern Time, on [●] 2023 will be counted. |
| ● | Send
a notice of revocation in writing to the Company’s Secretary at 121 High Street, Floor
3, Boston, MA 02110, which must be received prior to the vote at the Special Meeting. |
| ● | Attend
the Special Meeting, revoke your proxy and vote at the meeting. Simply attending the Special
Meeting will not constitute revocation. |
However,
if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other
nominee to change your vote.
Attendance at the Special Meeting
The Special Meeting will be held virtually by
live webcast or by proxy at , Eastern Time, on March , 2023. You may submit your proxy by
completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope, or submit your
proxy vote by telephone or Internet by following the instructions on the enclosed proxy card. If you hold your shares in “street
name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee
to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank
or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person online, obtain
a valid proxy from your broker, bank or nominee.
Solicitation of Proxies
The Company is soliciting proxies for use at the
Special Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged [●] to assist
in the solicitation of proxies for the Special Meeting. We have agreed to pay [●] a fee of $[●], plus associated disbursements,
for the Special Meeting and will reimburse [●] for its reasonable out-of-pocket expenses and indemnify [●] against certain losses,
damages, expenses, liabilities or claims. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing
beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Common
Stock and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile,
by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. You may contact [●] at:
[●]
[Address]
Telephone: [●]
(banks and brokers can call collect at [●])
Email: [●]
Some banks and brokers have customers who beneficially
own shares of Common Stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers
and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders
of our outstanding shares of Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation
directly.
Dissenters’ Rights of Appraisal
Neither Delaware Law nor our Charter provide for
appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Special
Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.
PROPOSAL NO. 1 — THE EXTENSION PROPOSAL
Background
Newbury Street Acquisition Corporation is a blank
check company incorporated on November 6, 2020 as a Delaware corporation and formed for the purpose of effecting an initial business combination.
To date, our efforts have been limited to organizational activities as well as activities related to our IPO and our search for an initial
business combination.
As previously announced, on December 12, 2022,
the Company entered into the Merger Agreement by and among (i) the Company, (ii) Pubco, (iii) Purchaser Merger Sub, (iv) Company Merger
Sub, and (v) 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.
The Charter provides that the Company has until
March 25, 2023, to complete an initial business combination. The Board has determined that there may not be sufficient time before March
25, 2023 to complete an initial business combination, and in order to complete the Mergers contemplated by the Merger Agreement, it is
appropriate to obtain the Extension. 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.
The Extension
We are proposing to amend the Charter pursuant
to the amendment in the form set forth in Annex A hereof to extend the date by which the Company must (1) consummate its 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 Public Shares.
Reasons for the 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 the Merger Agreement. The Charter provides that the Company has until March 25, 2023, to complete an initial
business combination. The Company’s Board has determined that there may not be sufficient time before March 25, 2023 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 SEC on December 15, 2022.
The Charter currently provides that if the Company
does not complete an initial business combination by March 25, 2023, 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.
We believe that the provision of the Charter described
in the preceding paragraph was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably
long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter. We also
believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination and
our belief that an initial business combination offers an attractive investment for our stockholders, the Extension is warranted.
The Company is not asking you to vote on any proposed
initial business combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares, you will
retain the right to vote on any proposed initial business combination when it is submitted to stockholders in the future and the right
to redeem your Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s
taxes, divided by the number of then issued and outstanding Public Shares, in the event the proposed initial business combination is approved
and completed or the Company has not consummated an initial business combination by the Extended Date.
If the Extension Is Not Approved
If the Extension Proposal is not approved and
we do not consummate an initial business combination by March 25, 2023, 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.
The Initial Stockholders have agreed to waive
their respective rights to liquidating distributions from the Trust Account in respect of any Founder Shares held by them if the Company
fails to complete an initial business combination by March 25, 2023, or by the applicable deadline as may be extended, although they will
be entitled to liquidating distributions from the Trust Account with respect to any shares of Common Stock they hold if the Company fails
to complete its initial business combination by such date. 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 March 25, 2023 or by the applicable
deadline as may be extended. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Extension Is Approved
If the Extension is approved, the Company will
file the Amended Charter with the Secretary of State of the State of Delaware as soon as practicable after the Special Meeting and the
time the Company has to complete an initial business combination will be extended until the Extended Date. The Company will remain a reporting
company under the Exchange Act, and its units, Common Stock and public warrants will remain publicly traded. The Company will then continue
to work to consummate its initial business combination by the Extended Date.
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, you will retain
the right to vote on our initial business combination if and when it is submitted to stockholders and the right to redeem your Public
Shares for cash in the event an initial business combination is approved and completed or the Company has not consummated an initial business
combination by the Extended Date.
If the Extension Proposal is approved, and
the Extension is implemented, the amount held in the Trust Account will be reduced by withdrawals in connection with any stockholder
redemptions. The Company cannot predict the amount that will remain in the Trust Account if the Extension is approved, and the amount
remaining in the Trust Account may be significantly less than the $[●] that was in the Trust Account as of February 22, 2023, the
record date. The Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all. Additionally, we will not proceed with the Extension
if the number of redemptions of our Public Shares cause us to have less than $5,000,001 of net tangible assets following approval of
the Extension.
Redemption Rights
In connection with the approval of the Extension,
each Public Stockholder may seek to redeem his, her or its Public Shares. Holders of Public Shares who do not elect to redeem their Public
Shares in connection with the Extension will retain the right to redeem their Public Shares in connection with any stockholder vote to
approve a proposed initial business combination or if the Company has not consummated an initial business combination by the Extended
Date.
TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR
BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST THAT YOUR SHARES
BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON MARCH
[●], 2023. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them
until the effective date of the Extension and redemptions.
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 March , 2023 (two business days prior to the vote at the Special Meeting), (a) submit a
written request to 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 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.
Through the Deposit Withdrawal at Custodian (“DWAC”)
system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are
held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC
system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge a tendering broker fee and the broker would determine whether or not to pass
this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks
to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or
DTC, and it may take longer than two weeks to obtain a physical share certificate. Such stockholders will have less time to make their
investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical share
certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights
and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote on the Extension will not be redeemed for cash held
in the Trust Account. In the event that a Public Stockholder tenders its shares and decides prior to the vote at the Special Meeting
that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our
transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares, you may request that our transfer agent
return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above.
In the event that a Public Stockholder tenders shares and the Extension is not approved, these shares will not be redeemed and the physical
certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension will
not be approved. The Company anticipates that a Public Stockholder who tenders shares for redemption in connection with the vote to approve
the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension. The transfer
agent will hold the certificates of Public Stockholders that make the election until such shares are redeemed for cash or returned to
such stockholders.
If properly demanded, the Company will redeem
each Public Share for a per share price, payable in cash, equal to equal to the aggregate amount then on deposit in 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 the Company to pay the Company’s taxes, divided by the number of then issued and outstanding Public
Shares. Based upon the amount held in the Trust Account as of February 22, 2023, the record date, which was $[●], 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 the Company’s Common Stock on February 16, 2023 was $10.10. 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.
If
you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own such shares. You will
be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) (if any) and
other redemption forms to the Company’s transfer agent prior to the vote on the Extension Proposal. The Company anticipates that
a Public Stockholder who tenders shares for redemption in connection with the vote to approve the Extension Proposal would receive payment
of the redemption price for such shares soon after the completion of the Extension.
United
States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights
The
following discussion is a summary of certain U.S. federal income tax considerations for U.S. Holders and Non-U.S. Holders (each as defined
below) who elect to have their Public Shares redeemed for cash if the Extension Proposal is approved. This section applies only to Public
Stockholders who hold their Public Shares as “capital assets” for U.S. federal income tax purposes (generally, property held
for investment). This discussion is limited to U.S. federal income tax considerations and does not address any estate or gift tax considerations
or considerations arising under the tax laws of any state, local or non-U.S. jurisdiction. This discussion does not describe all of the
U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative
minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special
rules under U.S. federal income tax law that apply to certain types of investors, such as:
| ● | financial
institutions or financial services entities; |
| ● | S
corporations, partnerships or other entities or arrangements treated as partnerships for
U.S. federal income tax purposes (and investors therein); |
| ● | taxpayers
that are subject to the mark-to-market accounting rules with respect to the Public Shares; |
| ● | governments
or agencies or instrumentalities thereof; |
| ● | tax-qualified
retirement plans; |
| ● | regulated
investment companies or real estate investment trusts; |
| ● | expatriates
or former long-term residents or citizens of the United States; |
| ● | persons
that actually or constructively own five percent or more (by vote or value) of our Public
Shares; |
| ● | the
Sponsor or its affiliates, officers or directors; |
| ● | persons
subject to the alternative minimum tax; |
| ● | persons
that acquired their Public Shares pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation; |
| ● | persons
that hold their Public Shares as part of a straddle, constructive sale, hedging, wash sale,
conversion or other integrated or similar transaction; |
| ● | persons
whose functional currency is not the U.S. dollar; |
| ● | controlled
foreign corporations, passive foreign investment companies (or their stockholders), or corporations
that accumulate earnings to avoid U.S. federal income tax; |
| ● | “qualified foreign pension funds” (within the meaning of
Section 897(l)(2) of the Internal Revenue Code (the “Code”)) and entities whose interests are held by qualified foreign
pension funds; |
| ● | accrual
method taxpayers that file applicable financial statements as described in Section 451(b)
of the Code; or |
| ● | foreign
corporations with respect to which there are one or more United States shareholders within
the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii). |
If
a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of
Public Shares, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities
of the partnership. Partners of partnerships holding Public Shares should consult such partners’ own tax advisors regarding the
U.S. federal income tax consequences to them.
This
discussion is based on the Code, proposed, temporary and final Treasury Regulations promulgated thereunder, and judicial and administrative
interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively
and could affect the tax considerations described herein.
We
have not sought, and do not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein.
There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such
positions would not be sustained by a court.
THIS
DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE EXERCISE OF REDEMPTION RIGHTS WITH
RESPECT TO THE PUBLIC SHARES. EACH HOLDER OF PUBLIC SHARES SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES
TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL NON-INCOME, STATE AND LOCAL
AND NON-U.S. TAX LAWS.
U.S.
Holders
As
used herein, a “U.S. Holder” is a beneficial owner of a Public Share who or that is, for U.S. federal income tax purposes:
| ● | an
individual who is a citizen or resident of the United States; |
| ● | a
corporation (or any other entity treated as a corporation for U.S. federal income tax purposes)
created or organized in or under the laws of the U.S., any state thereof or the District
of Columbia, or a non-U.S. corporation treated as a U.S. corporation under the
anti-inversion rules of Section 7874 of the Code; |
| ● | an
estate whose income is subject to U.S. federal income tax regardless of its source; or |
| ● | a
trust if (1) a U.S. court can exercise primary supervision over the administration of such
trust and one or more United States persons have the authority to control all substantial
decisions of the trust or (2) it has a valid election in place to be treated as a United
States person. |
Tax
Effects of Exercising Redemption Rights
Generally
The
U.S. federal income tax consequences to a U.S. Holder of Public Shares that exercises its redemption rights with respect to its Public
Shares to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale
of Public Shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies
as a sale of Public Shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled
“— Taxation of Redemption Treated as a Sale.” If the redemption is treated as a distribution, a U.S. Holder
will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section
entitled “— Taxation of Redemption Treated as a Distribution.”
Whether
a redemption of Public Shares qualifies for sale treatment will depend largely on the total amount of shares in Newbury Street held by
the redeemed U.S. Holder before and after the redemption (including any shares constructively owned by the U.S. Holder as a result of
owning warrants) relative to all of the shares outstanding before and after the redemption. The redemption of Public Shares generally
will be qualified as a sale of the Public Shares (rather than a corporate distribution) if the redemption (1) is “substantially
disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s
interest in Newbury Street or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder.
In
determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account
not only Public Shares actually owned by the U.S. Holder, but also other shares in Newbury Street constructively owned by it under certain
attribution rules set forth in the Code.
To
meet the substantially disproportionate test, the percentage of Newbury Street’s outstanding voting shares actually and constructively
owned by the U.S. Holder immediately following the redemption of shares of Public Shares must, among other requirements, be less than
eighty percent (80%) of the percentage of Newbury Street’s outstanding voting shares actually and constructively owned by the U.S.
Holder immediately before the redemption (taking into account both redemptions by other holders of Public Shares).
There
will be a complete termination of a U.S. Holder’s interest if either (1) all of the shares in Newbury Street actually and constructively
owned by the U.S. Holder are redeemed or (2) all of the shares in Newbury Street actually owned by the U.S. Holder are redeemed and the
U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain
family members and the U.S. Holder does not constructively own any other shares of Newbury Street and certain other requirements are
met. The redemption of Public Shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful
reduction” of the U.S. Holder’s proportionate interest in Newbury Street. Whether the redemption will result in a meaningful
reduction in a U.S. Holder’s proportionate interest in Newbury Street will depend on the particular facts and circumstances. The
IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in
a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”
If
none of the foregoing tests is satisfied, then the redemption of Public Shares will be treated as a corporate distribution to the redeemed
U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “— Taxation
of Redemption Treated as a Distribution.” After the application of those rules, any remaining tax basis of the U.S. Holder
in the redeemed Public Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has
none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other shares in Newbury Street constructively owned
by it.
Taxation
of Redemption Treated as a Distribution
If
the redemption does not qualify as a sale of the Public Shares, the U.S. Holder will be treated as receiving a distribution of cash.
Any distributions to U.S. Holders generally will constitute dividends for U.S. federal income tax purposes to the extent of Newbury Street’s
current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current
and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero)
the U.S. Holder’s adjusted tax basis in the Public Shares. Any remaining excess will be treated as gain realized on the sale of
the Public Shares and will be treated as described under the section “U.S. Holders — Taxation of Redemption Treated as
a Sale” below. After the application of these rules, any remaining tax basis of the U.S. Holder in the redeemed Public Shares
will be added to the U.S. Holder’s adjusted tax basis in its remaining Public Shares, or, if it has none, to the U.S. Holder’s
adjusted tax basis in its warrants or possibly in other shares of Newbury Street constructively owned by it.
Taxation
of Redemption Treated as a Sale
If
the redemption qualifies as a sale of Public Shares, a U.S. Holder generally will recognize capital gain or loss. Any such capital gain
or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Public Shares surrendered in the redemption
exceeds one year.
The
amount of gain or loss recognized on the redemption generally will be equal to the difference between (i) the sum of the amount
of cash received in such redemption and (ii) the U.S. Holder’s adjusted tax basis in its Public Shares so redeemed. A U.S.
Holder’s adjusted tax basis in its Common Stock generally will equal the U.S. Holder’s acquisition cost (which, if the Public
Shares were acquired as part of a unit, is the portion of the purchase price of the unit allocated to the Public Shares) reduced by any
prior distributions treated as a return of capital. Long-term capital gains recognized by a non-corporate U.S. Holder currently are eligible
to be taxed preferential rates. The deductibility of capital losses is subject to limitations.
ALL
U.S. HOLDERS EXERCISING THEIR REDEMPTION RIGHTS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION
OF ALL OR A PORTION OF THEIR PUBLIC SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.
Information
Reporting and Backup Withholding
Payments
of cash to a U.S. Holder as a result of the redemption of the Public Shares may be subject to information reporting to the IRS and possible
U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification
number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal
income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules
by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Non-U.S.
Holders
As used herein, a “Non-U.S. Holder”
is a beneficial owner of a Public Share that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.
Generally
The
U.S. federal income tax consequences to a Non-U.S. Holder of Public Shares that exercises its redemption rights with respect to its Public
Shares to receive cash in exchange for all or a portion of its Public Shares will depend on whether the redemption qualifies as a sale
of the Public Shares redeemed, as described above under “Tax Effects of Exercising Redemption Rights — Generally.”
Taxation of Redemption Treated as a Distribution
If
the redemption does not qualify as a sale of Public Shares, the Non-U.S. Holder will be treated as receiving a distribution of cash.
Subject to the discussion below under “— FATCA,” in general, any distributions (including constructive distributions)
made to a Non-U.S. Holder on Public Shares, to the extent paid out of current or accumulated earnings and profits (as determined under
U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are
not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, the applicable withholding
agent will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible
for a reduced rate of withholding under an applicable income tax treaty and provides proper certification of its eligibility for such
reduced rate (usually on an IRS Form W-8BEN or IRS Form W-8BEN-E). In the case of any constructive distribution, it is possible that
this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions
on other property or sale proceeds from warrants or other property subsequently paid or credited to such holder.
Any
distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted
tax basis in its Public Shares (and, subject to the third bullet point and related text below under “— Taxation of Redemption
Treated as Sale” to the extent such distribution does not exceed the adjusted tax basis such amount will generally not be subject
to withholding) and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the
sale or other disposition of Public Shares, which will be treated as described below under “— Taxation of Redemption Treated
as Sale.” Dividends paid to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a
trade or business within the United States generally will not be subject to United States withholding tax, provided such Non-U.S. Holder
complies with certain certification and disclosure requirements including by providing the applicable withholding agent with a properly
executed IRS Form W-8ECI certifying eligibility for exemption. Instead, such dividends generally will be subject to United States federal
income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders (subject to an
exemption or reduction in such tax as may be provided by an applicable income tax treaty). If the Non-U.S. Holder is a corporation for
U.S. federal income tax purposes, dividends that are effectively connected income may also be subject to a “branch profits tax”
at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty)
Taxation
of Redemption Treated as a Sale
A Non-U.S. Holder generally will not be subject
to U.S. federal income or withholding tax on a sale of Public Shares which, in general, would include a redemption of Public Shares that
is treated as a sale of such securities as described above, unless:
| ● | the
Non-U.S. Holder is an individual who is present in the United States for a period or periods
aggregating 183 days or more during the taxable year in which the sale or disposition takes
place and certain other conditions are met; |
| ● | the
gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in
the United States (and, if required by an applicable income tax treaty, is attributable to
a permanent establishment maintained by the Non-U.S. Holder in the United States); or |
| ● | the
Public Shares constitute a United States real property interest due to Newbury Street’s
status as a United States real property holding corporation (“USRPHC”)
for U.S. federal income tax purposes and as a result such gain is treated as effectively
connected with a trade or business conducted by the Non-U.S. Holder in the United States. |
A Non-U.S. Holder described in the first bullet
point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty)
on the amount of such gain, which generally may be offset by U.S. source capital losses.
A Non-U.S. Holder whose gain is described
in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above, generally
will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the
Code) unless an applicable income tax treaty provides otherwise. If the Non-U.S. Holder is a corporation for U.S. federal income tax purposes
whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings
and profits (as adjusted for certain items), which may be subject to a “branch profits tax” (at a 30% rate or such lower rate
as specified by an applicable income tax treaty).
Generally, a corporation is a USRPHC if the fair
market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real
property interests and its other assets used or held for use in a trade or business. Newbury Street does not believe that it is a USRPHC
on the date of any redemption for U.S. federal income tax purposes. However, the determination as to whether Newbury Street is a USPRHC
will not be made until a future tax year.
FATCA
Sections 1471 through 1474 of the Code, and the
U.S. Treasury Regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on
any dividends paid on Newbury Street Common Stock if paid to a “foreign financial institution” or a “non-financial foreign
entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign
entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement
with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information
regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain
account holders that are non-U.S. entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies
that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding
agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally
on an IRS Form W-8BEN-E), or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption
from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions
that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain
circumstances, a holder might be eligible for refunds or credits of such taxes. Non-U.S. Holders are encouraged to consult their own tax
advisors regarding the possible implications of FATCA.
Information
Reporting and Backup Withholding
Any
dividends paid to a Non-U.S. Holder must be reported annually to the IRS and to the Non-U.S. Holder. Copies of these information returns
may be made available to the tax authorities in the country in which the Non-U.S. Holder resides or is established. Payments of dividends
to a Non-U.S. Holder generally will not be subject to backup withholding if the Non-U.S. Holder establishes an exemption by properly
certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a Non-U.S. Holder’s U.S. federal
income tax liability, and the Non-U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding
rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
THE
FOREGOING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT INTENDED
TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY STOCKHOLDER. WE URGE YOU TO CONSULT WITH YOUR OWN TAX ADVISER TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE EXERCISE OF REDEMPTION RIGHTS IN CONNECTION WITH THE EXTENSION, INCLUDING THE APPLICATION
AND EFFECT OF ANY U.S. FEDERAL, NON-INCOME, STATE, AND LOCAL OR NON-U.S. TAX LAWS.
Required
Vote
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.” Abstentions and broker non-votes, while
considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting. If the Extension is
not approved and we do not consummate an initial business combination by March 25, 2023, 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.
The
Initial Stockholders are expected to vote all shares of Common Stock owned by them in favor of the Extension. On the record date, the
Initial Stockholders beneficially owned and were entitled to vote an aggregate [●] shares of Common Stock, constituting [●]%
of the Company’s issued and outstanding shares of Common Stock. See the section entitled “Beneficial Ownership of Securities”
for additional information.
In
addition, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s
directors, officers, advisors or any of their respective affiliates may (i) purchase Public Shares from institutional and other investors
(including those who vote, or indicate an intention to vote, against any of the proposals presented at the Special Meeting, or elect
to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide
them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors
or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors
or any of their respective affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases
would apply, the Public Shares (a) would be purchased at a price no higher than the price offered through the Company’s redemption
process; (b) will not be voted at the Special Meeting; and (c) would not be redeemable by the Sponsor, the Company’s directors,
officers, advisors or any of their respective affiliates.
The
Company will file a Current Report on Form 8-K to disclose arrangements entered into or purchases made by any of the aforementioned
persons, which report will include the number of shares purchased, the purchase price, the purpose of the purchase, the impact that such
purposes would have on the likelihood that the Extension Proposal will be approved, the nature of the security holders who sold to the
Sponsor, the Company’s directors, officers, advisors or its affiliates, and the number of Public Shares then redeemed.
The
purpose of such stock purchases and other transactions would be to increase the likelihood of obtaining stockholder approval for the
proposals, to minimize redemptions of Public Shares, and to ensure that the Company has at least $5,000,001 of net tangible assets following
approval of the Extension Proposal, where it appears that such requirements would otherwise not be met. While the exact nature of any
such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements
to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer
to such investors or holders of shares or rights owned by the Sponsor for nominal value.
If
such transactions are effected, the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation
could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to
be voted for the Extension at the Special Meeting and could decrease the chances that the Extension would be approved. Entering into
any such arrangements may have a depressive effect on Public Shares. For example, as a result of these arrangements, an investor or holder
may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares
it owns, either prior to or immediately after the Special Meeting. In addition, if such purchases are made, the public “float”
of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or
obtain the quotation, listing or trading of our securities on a national securities exchange.
Interests of the Sponsor and the Company’s Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s officers and directors
have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
|
● |
The Sponsor and the Company’s officers and directors
will lose their entire investment in Newbury Street if it does not complete a business combination by March 25, 2023 or during any
Extension Period. In such event, there will be no liquidating distributions made with respect to the Founder Shares or the Newbury
Street Private Units held by the Newbury Street insiders. In contrast, Public Stockholders will receive approximately $
per share if the Trust Account is liquidated, calculated as of February 22, 2023, the record date for the Special Meeting. |
|
● |
As disclosed in the prospectus for the Company’s IPO, the members of the Company’s management team and its directors have also invested in the Sponsor by subscribing for units issued by the Sponsor. Through their investment in the Sponsor, these officers and directors will share in a portion of any appreciation in Founder Shares and Private Units, provided that the Company successfully completes an initial business combination. Mr. Bushey and Mr. King may receive a higher allocation of the Founder Shares upon the successful consummation of an initial business combination, a determination which will be made at the discretion of the managing member of the Sponsor. |
|
● |
If the Company is unable to complete a business combination by March 25, 2023 or during any extension period, in order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which it has entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. If the Company completes a business combination, on the other hand, the Company will be liable for all such claims. |
| ● | All
rights specified in the Charter relating to the right of officers and directors to be indemnified
by the Company, and of the Company’s officers and directors to be exculpated from monetary
liability with respect to prior acts or omissions, will continue after an initial business
combination and, if the Extension is not approved and no initial business combination is
completed by March 25, 2023, so that the Company liquidates, the Company will not be able
to perform its obligations to its officers and directors under those provisions. |
|
● |
None of the Company’s officers or directors has received any cash compensation for services rendered to the Company, and all of the current officers and directors are expected to continue to serve in their roles at least through the date of the Special Meeting and may continue to serve following any potential initial business combination and receive compensation thereafter. |
|
● |
The Sponsor and the Company’s officers and directors and their respective affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination and, if the Extension is not approved and we do not consummate an initial business combination by March 25, 2023, they will not have any claim against the Trust Account for reimbursement so that the Company will most likely be unable to reimburse such expenses. |
Recommendation of the Board
As
discussed above, after careful consideration of all relevant factors, the Board has determined that the Extension Proposal is in the
best interests of the Company and its stockholders and has approved the recommendation of the approval and adoption of the Extension
Proposal.
OUR
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION PROPOSAL. OUR BOARD EXPRESSES NO OPINION AS TO WHETHER
YOU SHOULD REDEEM YOUR PUBLIC SHARES.