425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2024

Newbury Street Acquisition Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-40251	85-3985188
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 High Street, Floor 3 Boston, MA	02110
(Address of Principal Executive Offices)	(Zip Code)

(617) 893-3057

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one redeemable warrant	NBSTU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	NBST	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $11.50	NBSTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

As previously disclosed, on December 12, 2022, Newbury Street Acquisition Corporation, a Delaware Corporation (the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among (i) the Purchaser, (ii) Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Purchaser (“Pubco”), (iii) Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), (iv) Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs,” and the Merger Subs collectively with the Purchaser and Pubco, the “Purchaser Parties”), and (v) Infinite Reality, Inc., a Delaware corporation (the “Target”).

A copy of a press release issued by the Target, dated April 23, 2024, announcing the Target’s acquisition of the drone racing league, the global, premier, professional sports property that merges the digital with the real, is attached hereto as Exhibit 99.1 and incorporated by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

Important Information and Where to Find It

In connection with the proposed business combination, the Purchaser and Pubco, as applicable, plan to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus and other documents relating to the proposed business combination. After the registration statement is declared effective by the SEC, the Purchaser will mail the definitive proxy statement/final prospectus to holders of shares of Purchaser common stock of a record date to be established in connection with the Purchaser’s solicitation of proxies for vote by Purchaser shareholders with respect to the proposed business combination and other matters as described in the proxy statement/prospectus. Purchaser shareholders and other interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/final prospectus, and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed business combination as these materials will contain important information about the proposed business combination. Shareholders will be able to obtain copies of the preliminary and definitive proxy statement/prospectus and other documents containing important information about the Purchaser, the Target and the proposed business combination filed with the SEC once such documents are available on the website maintained by the SEC at www.sec.gov.

Participants in the Solicitation

The Purchaser and the Target and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Purchaser in connection with the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the Purchaser and their ownership of shares of the Purchaser’s common stock is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 31, 2023, and in subsequent documents filed with the SEC, including the joint proxy statement/prospectus to be filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests in the proposed transactions, by security holdings or otherwise, will also be included in the joint prospectus/proxy statement and other relevant materials to be filed with the SEC when they become available.

1

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.

Forward Looking Statements

This communication contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements may generally be identified by terminology such as “will,” “shall,” “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words or expressions that predict or indicate future events or trends that are not statements of historical matters. These statements are only predictions. The Purchaser and the Target have based these forward-looking statements largely on their then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond each of the Purchaser’s and the Target’s control. Actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) risks associated with the Purchaser’s ability to obtain the shareholder approval required to consummate the proposed transactions and the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transactions will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the proposed transactions; and (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed transactions. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Purchaser’s Annual Report on Form 10-K for the year ended December 31, 2022, and other filings made with the SEC and that are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Neither the Purchaser nor the Target can assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this communication relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Purchaser and the Target undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of an unanticipated event.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated April 23, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 23, 2024	Newbury Street Acquisition Corporation
	By:	/s/ Thomas Bushey
		Thomas Bushey
		Chief Executive Officer

3

EX-99.1

Exhibit 99.1

Infinite Reality Acquires the Drone Racing League for $250 Million,
Solidifying Position as Global Leader in Immersive Technology & Experiences 

Acquisition of the Drone Racing League, the global, premier, professional sports property that merges

the digital with the real, will accelerate Infinite Reality’s valuation to $3.5 billion

Watch the teaser video

New York, NY, Tuesday, April 23, 2024 (GLOBE NEWSWIRE) – In a landmark deal to enhance its immersive platform technology and services, Infinite Reality (“iR” or the “Company”), a leading global provider of cutting-edge virtual, AI-powered immersive experiences, today announced it signed a definitive agreement to acquire the Drone Racing League (“DRL”), the world’s most futuristic sports property. The $250 million acquisition bolsters iR’s capabilities and IP, and boosts its valuation to $3.5 billion. Recognized for accelerating professional drone racing into the mainstream through high tech robotics, AI, visually spectacular content and hybrid competition, DRL marks iR’s latest acquisition as the Company expands its extensive portfolio, which includes spatial web design pioneer, Ethereal Engine, fully integrated entertainment production company, iR Studios, eSports franchises Team Rogue (League of Legends) and London Royal Ravens (Call of Duty), as well as digital media, content and creator services.

Ownership of DRL’s transformative technology, media and sports ecosystem will accelerate iR’s efforts to elevate how consumers engage and transact with brands and content, making the experience more immersive, and in the case of sports and entertainment, as exciting as attending a live event. 

“Infinite Reality revolutionizes fan and customer engagement across platforms, making every moment more interactive, accessible and captivating,” said John Acunto, CEO of Infinite Reality. “DRL epitomizes our belief that fans don’t just want to sit in a stadium or watch broadcast highlights on social media. The future of sports and entertainment involves new and disruptive formats that are wildly more immersive. Now, with our combined assets, iR and DRL are set to usher in a new era of sports entertainment, powered by cutting edge tech and fueled by fandom, creativity and community.”

Gen Z and Millennials have high expectations for the future of sports. According to a survey conducted by Deloitte, by 2030, 67% of fans said professional sports consumption would be more interactive and 54% said it would be more immersive than today. As one of Gen Z’s favorite sports, DRL is already leading in this arena, winning over the hearts and minds of close to 100 million young, global and elusive fans through high-tech competition, on-demand content and interactive viewing experiences that make fans feel like they are flying inside a racing drone. 

“We created the Drone Racing League to bring the sport from the future to millions of fans who weren’t as excited about traditional sports from the past. The DRL team advanced the technology, media capture and race competition to deliver a sport of constant innovation, cultural relevance and thrilling action. Today, we are incredibly excited to join Infinite Reality, a company that has the vision and resources to take drone racing and our core technology to infinite heights,” said Nicholas Horbaczewski, CEO & Founder of the Drone Racing League.

DRL has previously received investments from notable sports, media and technology entities, including RSE Ventures, Liberty Media (owner of Formula One & MotoGP), Exor (owner of Ferrari), ISOS Capital, WWE, T-Mobile Ventures, CAA Ventures, Lux Capital, Lerer Hippeau, Courtside Ventures, Sky and Hearst Ventures.

Stephen Ross, RSE Ventures Co-Founder & Chairman said, “Nick epitomizes all that is so great about the entrepreneurial fire that burns so bright in the United States. He saw something others missed or just didn’t believe, and he was determined to fight for his dream until the world realized he was right all along. To build a sport from nothing is near impossible and I’m so proud to have witnessed the entire journey from day one. We can’t wait to see where DRL and the Infinite Reality team take this still young sport that has earned its wings.”

Matt Higgins, RSE Ventures Co-Founder & CEO said, “I still remember the day Nick walked into RSE’s office in 2015 armed with nothing more than a deck and a vision for a new immersive technology driven sport. ‘What person on earth doesn’t dream of flying?’ That was Nick’s simple premise, and in the years since, he has made that childhood dream a reality for hundreds of millions of people worldwide. To get there, he had to invent and patent technology that would overcome such novel technological hurdles. How do you make a drone fly 100 MPH through a stadium and transmit signals through cinder block walls with near zero latency before the pilot even realizes they’ve crashed? What once seemed so improbable a decade ago is now inevitable thanks to Nick, Rachel and the incredible team at DRL. I’m so excited to see how the big creative minds at Infinite Reality extend drone racing into a truly immersive experience that will captivate an entire new legion of fans.”

Eric Hippeau, CEO of Lerer Hippeau commented, “The Drone Racing League has grown as fast as their drones fly, rivaling major tech and entertainment brands that have decades of experience on them. DRL will position Infinite Reality as a global leader in the tech and media space.”

DRL and iR will integrate their world-class teams, who share decades of senior leadership positions at top brands including Amazon, the NBA, Discovery Inc and Peloton. As part of the transaction, DRL CEO & Founder Nicholas Horbaczewski will be promoted to iR Global President and DRL President Rachel Jacobson to iR President, Global Business Ventures and Partnerships.

“When we acquire companies at Infinite Reality we like to get to know the founders to make sure they fit our culture and share our passion, mindset and vision of the future, and there are no better examples of this than Nicholas and Rachel whose leadership and impressive experience bring tremendous value to iR,” said Amish Shah, Co-Founder & Chief Business Officer of Infinite Reality. 

“When I joined the Drone Racing League four years ago, we set out to blitzscale the growth of the league across our fans and media, and I am so proud of the DRL team and this milestone. Together with Infinite Reality, we are well-positioned to accelerate the future of technology-driven media and entertainment. We will blur the line between the digital and the real like never before and ignite massive fandom with younger generations who demand the most immersive experiences,” said DRL President Rachel Jacobson.

Since its launch in 2016, DRL has put drones at the center of culture, reimagining sports through groundbreaking technology, electrifying fans with high-speed drone races, dominating social media with viral drone videos, unveiling award-winning STEM programs and elevating the world’s best pilots as the most competitive drone racers and sought-after Hollywood drone cinematographers. DRL has reached over one billion annual digital video views and has a global broadcast footprint of 320 million households through top sports networks and streaming distribution agreements. In the past two years, DRL doubled their social media audience to over 15 million followers, including 5.4 million on TikTok, more than other major sports leagues. Together, iR and DRL will unveil professional drone racing stadiums, a Formula One inspired global circuit of Championship DRL events and AI-powered sports and entertainment experiences, all of which will provide expanded value for blue chip partners such as the U.S. Air Force, Vodafone, WarnerMedia and Universal Music Group, among others.

Now, with the addition of DRL, and following its proposed go-public transaction with Newbury Street Acquisition Corporation (NASDAQ: NBST), iR is better positioned to continue to expand its reach and trailblaze the multi-billion-dollar immersive technology, digital media and entertainment industries.

The transaction is subject to regulatory approvals and certain closing conditions and is expected to close in the second quarter of 2024.

2

About Infinite Reality

Infinite Reality (“iR”) is an innovative technology and entertainment company specializing in the development of cutting-edge, AI-powered immersive experiences. iR’s immersive experiences enable brands and creators to fully control the ways in which they distribute content, engage audiences, and commercialize their creations while also giving them ownership over their data. With its deep expertise in Hollywood production, iR develops immersive experiences that maximize the value between brands, content, and audiences and redefine the possibilities in connected digital environments.

About Drone Racing League 

Drone Racing League (DRL) is the world’s premier professional drone racing property. The best drone pilots in the world fly in DRL and millions of fans watch them race on top sports networks and platforms. Combining groundbreaking technology and immersive drone racing, DRL is creating a new era of sports that brings high-speed competition in real life and virtual simulation. Founded by Nicholas Horbaczewski in 2015, DRL is privately held and headquartered in NYC. For more information, visit www.drl.io.

Media & Investor Contacts:

Melanie Wallner, DRL

Melanie@drl.io

Brett Milotte, ICR 

Brett.Milotte@icrinc.com

3