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Transaction expected to rapidly expand Infinite Reality's immersive audiences experiences offerings and accelerate commercial monetization opportunities
NEW YORK and LONDON, Dec. 13, 2022 /PRNewswire/ -- Infinite Reality, Inc. (iR), the leader in delivering immersive virtual experiences, and Newbury Street Acquisition Corporation (Nasdaq: NBST), a special purpose acquisition company ("NBST"), today announced they have entered into a definitive business combination agreement. Upon completion of the proposed business combination, NBST will change its name to Infinite Reality, Inc., and the combined company's common stock, warrants and units are expected to be listed on the Nasdaq Stock Market.
Infinite Reality business highlights
Already trusted by some of the world's biggest brands, Infinite Reality is charting a new path for companies, sports teams, celebrities, influencers, and other creators to foster immersive personal connections and commercial opportunities in Web3 enabled events and showrooms. Moreover, iR makes it easy to enter the Metaverse, without requiring special hardware, headsets, or equipment.
iR's tools and services empower companies, innovators, and artists to develop the richest and most forward-thinking experiences. The Innovation Team advises, manages, designs, and oversees these custom builds, leveraging the Technology Team's platform development expertise, while the Entertainment Team produces exceptional content and events featuring the world's best talent.
"Our team was blown away by the opportunity Infinite Reality has to truly revolutionize how people experience the internet in the future," said Newbury CEO Tom Bushey. "Infinite Reality has the expertise, innovation, and scale to be a trailblazer helping brands connect directly with their audiences and customize their Metaverse experiences. Online commerce and entertainment will never be the same again. The creative talent and experience of this team sets iR apart and all of us at Newbury are excited to be their long-term partner "
Transaction highlights
After payment of transaction expenses, the net proceeds will be used to continue to build out infrastructure, expand teams in Europe, Asia, and the United States, accelerate marketing of iR's products and services with a focus on sports and entertainment, music, broadcast, and brands, and to finance future acquisitions.
"We're thrilled to announce this business combination and pathway for Infinite Reality to enter the public market. We continue to empower brands to upend the traditional, static one-way viewership of events and online retail experiences," said Infinite Reality CEO John Acunto. "We're offering the next iteration of the internet with infinite potential for brands to connect with new audiences and deepen relationships with their committed fans by offering unique, engaging, and personalized social experiences, all while creating new opportunities for commercial monetization."
The proposed business combination is expected to provide up to $128 million growth capital to Infinite Reality and is conditioned on minimum cash of $50 million at closing. With this capital, iR will deliver a product suite that restores sovereign data ownership while accelerating and amplifying the value chain between audiences, creators, and brands in bespoke virtual environments. All current iR shareholders are rolling their existing equity. Shareholders of Newbury will also receive a contingent value right as part of the transaction as a result of which they may be entitled to receive additional shares of the combined company under certain circumstances. The completion of the proposed business combination is subject to approval by shareholders of both Infinite Reality and Newbury, as well as regulatory and other closing conditions.
Under the terms of the proposed transaction, a new publicly traded holding company was formed under the name Infinite Reality Holdings, Inc. ("Pubco") which will have two wholly-owned subsidiaries, one of which, prior to closing, will merge with and into iR, with iR surviving, and one of which will merge with and into NBST, with NBST surviving.
Transaction consideration to security holders of iR will take the form of newly issued Pubco securities, including Pubco common stock, options, warrants and units with the total number of Pubco securities to be determined in accordance with the terms of the Merger Agreement.
In connection with the transaction, non-redeeming NBST stockholders and investors that subscribe for shares in a private placement to be consummated concurrent with the business combination will receive CVRs entitling holders to certain down-side price protection and a premium return, subject to trading prices of Pubco common stock during the 18-month period after the closing.
The parties expect the transaction to be consummated during the first quarter of 2023.
A more detailed description of the transaction and a copy of the Merger Agreement will be included in a Current Report on Form 8-K to be filed by NBST with the United States Securities and Exchange Commission (the "SEC").
Advisors
Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Infinite Reality, Inc. along with Bryan Cave Leighton Paisner, LLP. Akerman LLP is serving as legal counsel to Newbury Street Acquisition Corporation.
ABOUT NEWBURY STREET ACQUISITION CORPORATION
Newbury Street Acquisition Corporation ("NBST") is a special purpose acquisition blank check company ("SPAC") whose business purpose is to effect formed for the purpose of entering into a merger, capital stockshare exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. NBST is sponsored by Newbury Street Acquisition Sponsor LLC. NBST is led by Thomas Bushey, Chief Executive Officer and Kenneth King, Chief Financial Officer. NBST's Directors include Jennifer Vescio (Chief Business Development Officer at Uber) , Matthew Hong (Former COO of Turner Sports), and Teddy Zee (Former EVP of Columbia Pictures). Additionally, the NBST's Advisors include Ted Seides (Capital Allocators) and Katie Soo (Former HBO Max and WB) and Maurice Koo (Rockpool Capital).
ABOUT INFINITE REALITY
Infinite Reality (iR) helps clients with audiences develop immersive Web3 experiences that maximize the value between audiences, brands, and creators. An iR powered digital experience enables brands and creators to fully control the ways in which they distribute content, engage audiences, commercialize their creations, and communicate with their communities. With its deep expertise in Hollywood production, iR develops Metaverse experiences that continuously redefine the possibilities in connected digital environments.
Our Services and Advisory teams advise, manage, design, and oversee custom builds, leveraging our Technology team's platform development expertise. Our Entertainment and Content Creation division produces breathtaking original content and live events featuring the world's most in-demand talent. iR's Agency attracts, cultivates, and builds client audiences while iR's digitally native brands, including championship esports organizations Rogue and the London Royal Ravens and premier influencer management agency TalentX Entertainment, increase awareness and adoption of Web3 opportunities. For more information, visit theinfinitereality.com
MEDIA CONTACT
United States
Rick Cohen, H+K Strategies
E: rick.cohen@hkstrategies.com
D: +1 212 885 0563
M: +1 516 754 4683
Europe & Asia
Giang Nguyen, H+K Strategies
E: giang.nguyen@hkstrategies.com
M: +44 7771 808 320
INVESTOR CONTACT
Investors@theinfinitereality.com
Important Information About the Proposed Business Combination
In connection with the proposed business combination, NBST and Pubco, as applicable, plan to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus and other documents relating to the proposed business combination. After the registration statement is declared effective by the SEC, NBST will mail the definitive proxy statement/final prospectus to holders of shares of NBST's common stock of a record date to be established in connection with NBST's solicitation of proxies for vote by NBST shareholders with respect to the proposed business combination and other matters as described in the proxy statement/prospectus. NBST shareholders and other interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/final prospectus, and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed business combination as these materials will contain important information about the proposed business combination. Shareholders will be able to obtain copies of the preliminary and definitive proxy statement/prospectus and other documents containing important information about NBST, Infinite Reality and the proposed business combination filed with the SEC once such documents are available on the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
NBST, Infinite Reality and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of NBST in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of NBST and their ownership of shares of NBST's common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 31, 2022, and in subsequent documents filed with the SEC, including the joint proxy statement/prospectus referred to above. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed transactions, by security holdings or otherwise, will also be included in the joint prospectus/proxy statement and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed business combination shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This communication contains "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may generally be identified by terminology such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words or expressions that predict or indicate future events or trends that are not statements of historical matters. These statements are only predictions. NBST and Infinite Reality have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of NBST's and Infinite Reality's control. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with NBST's ability to obtain the shareholder approval required to consummate the proposed transactions and the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transactions will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the proposed transactions; and (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transactions. We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of NBST's Annual Report on Form 10-K for the year ended December 31, 2021, and other filings made with the SEC and that are available on the SEC's website at www.sec.gov. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained or referred to herein. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither NBST nor Infinite Reality can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, NBST and Infinite Reality undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of an unanticipated event.
