Infinite Reality, Inc. entered into a definitive business combination agreement to acquire Newbury Street Acquisition Corporation from a group of shareholders in a reverse merger transaction.
The completion of the transaction is subject to approval by shareholders of both Infinite Reality and Newbury, the registration statement on Form S-4 having become effective, initial listing application with Nasdaq in connection with the transaction, Newbury Street Acquisition Corporation shall have at least $5,000,001 of net tangible assets as well as regulatory and other closing conditions. The transaction has been approved by the board of directors of both Infinite Reality, Inc. and Newbury. As on May 15, 2023, partied amended the agreement to remove Minimum Cash Condition in the transaction. The transaction is expected to be consummated during the first quarter of 2023. After payment of transaction expenses, up to $128 million in proceeds will be used to continue to build out infrastructure, expand teams in Europe, Asia, and the United States, accelerate marketing of Infinite Reality's products and services with a focus on sports and entertainment, music, broadcast, and brands, and to finance future acquisitions.
Warren S. de Wied, Michael J. Alter, John M. Bibona, Jason R. Ertel, Amir R. Ghavi, Joshua Wechsler of Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Infinite Reality, Inc. along with Bryan Cave Leighton Paisner, LLP. Martin G. Burkett, Christina Russo, Sarah DeFranco, Erika Labelle, Esther Moreno, Peter Salomon, Jay Schafer and William Sullivan of Ackerman LLP is serving as legal counsel to Newbury, along with Ellenoff Grossman & Schole LLP. Continental Stock Transfer & Trust Company acted as the transfer agent to Newbury. Morrow & Co., LLC acted as the information agent to Newbury and will receive a fee of $27,500 for its services.