ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	3 Months Ended
Mar. 31, 2024
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS
ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS Newbury Street Acquisition Corporation was incorporated in Delaware on November 6, 2020. The Company is a blank check formed for the purpose of entering into a Business Combination with one or more businesses. While the Company may pursue a Business Combination target in any business or industry, the Company has focused its search on a technology business in the consumer internet or media space, including sports and entertainment verticals. In particular, the Company is focused on disruptive, high growth companies with a global ambition that take advantage of: (a) the rise of new consumer behaviors driven by the internet or new technologies, or (b) paradigm shifts in media, sports and entertainment that give rise to disruptive new entrants here to stay for the coming decades. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2024, the Company had no operating activity. During the period from January 15, 2021 (commencement of operations) to March 31, 2024, the Company’s activity related to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, the search for and consummation of a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income or dividend income derived from the funds deposited in Trust Account. The Company has selected December 31 as its fiscal year end. Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are being applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account, excluding taxes payable on the income earned on the Trust Account at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.76 as of March 31, 2024 before taxes paid or payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. The Public Shares subject to redemption are recorded at redemption value and are classified as temporary equity upon the completion of the Initial Public Offering in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity (“ASC 480”). The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Charter, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Infinite Reality Merger Agreement On December 12, 2022, the Company entered into the Infinite Reality Merger Agreement with Pubco, the Merger Subs, consisting of Purchaser Merger Sub and Infinite Reality Merger Sub, and Infinite Reality. The Infinite Reality Merger Agreement Parties entered into the (i) First Merger Agreement Amendment on May 15, 2023, (ii) Second Merger Agreement Amendment on July 21, 2023 and (iii) Third Merger Agreement Amendment on February 26, 2024. Pursuant to the terms of the Infinite Reality Merger Agreement, (i) under the Purchaser Merger, the Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, (ii) under the Infinite Reality Merger, the Infinite Reality Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity 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. NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) Infinite Reality Merger Agreement (Continued) On February 26, 2024, the Infinite Reality Merger Agreement Parties entered into the Third Merger Agreement Amendment to provide for, among other things, (i) the addition of a new Section 6.25 providing for the delivery by Infinite Reality of certain deliverables by the deadlines set forth therein, (ii) the addition of a new Section 8.1(j) granting the Company the right to terminate the Infinite Reality Merger Agreement if Infinite Reality breaches Section 6.25 or fails to meet any of the deadlines set forth therein, (iii) the amendment of Section 8.2(d) providing for the payment by Infinite Reality to the Company of certain reimbursement fees in the event of a termination pursuant to Section 8.1(j), and (iv) an amendment to the definition of “Monthly Extension Fee.” Extensions of the Combination Period The Company initially had up to 24 months from the closing of the Initial Public Offering, or until March 25, 2023, to complete a Business Combination, which was extended to (i) September 25, 2023 at the First Special Meeting upon approval by the stockholders of the First Extension Amendment Proposal, (ii) March 25, 2024 at the Second Special Meeting upon approval by the stockholders of the Second Extension Amendment Proposal and (iii) September 25, 2024 at the Third Special Meeting upon approval by the stockholders of the Third Extension Amendment Proposal. In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 7,744,085 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $78.77 million. Following the First Special Meeting Redemptions, the Company had 8,917,715 shares of Common Stock issued and outstanding. In connection with the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 3,060,282 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of approximately $32.00 million. Following the Second Special Meeting Redemptions, the Company had 5,857,433 shares of Common Stock issued and outstanding. In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 908,496 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.75 per share, for an aggregate redemption amount of approximately $9.77 million, which was held in the Trust Account as of the balance sheet date. Payment to such Public Stockholders was made on April 1, 2024. Following the Third Special Meeting Redemptions, the Company had 4,948,937 shares of Common Stock issued and outstanding. As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, the Company had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions. In connection with the approval of the First Extension Amendment Proposal, the Sponsor or its designees agreed to contribute to the Company, under the WCL Promissory Note, (i) the Initial Contribution, plus, (ii) an aggregate of $200,000 per month (commencing on June 23, 2023 and on the 23rd day of each subsequent month) until September 25, 2023, or portion thereof, that was needed to complete an initial Business Combination, which amount was to be deposited into the Trust Account. On March 24, 2023, the Sponsor made the Initial Contribution of $600,000, which was deposited into the Trust Account. On June 26, 2023, $200,000 was deposited into the Trust Account, which was comprised of a $100,000 payment from the Sponsor and a $100,000 payment from Infinite Reality. The remaining Monthly Extension Fees in connection with the approval of the First Extension Amendment Proposal were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment. NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) Extensions of the Combination Period (Continued) In connection with the approval of the Second Extension Amendment Proposal, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.025 for each Public Share that was not redeemed in the Second Special Meeting Redemptions, or $50,989.25 (commencing on September 23, 2023 and on the 23rd day of each subsequent month) until March 25, 2024, or portion thereof, that was needed to complete an initial Business Combination. The remaining Monthly Extension Fees in connection with the approval of the Second Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment. Funds in connection with Monthly Extension Fees scheduled for November 2023 and December 2023, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on January 30, 2024. In connection with the approval of the Third Extension Amendment Proposal, and pursuant to the Third Merger Agreement Amendment, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.03 for each Public Share that was not redeemed in the Third Special Meeting Redemptions, or $33,932.22 (commencing on March 23, 2024 and on the 23rd day of each subsequent month) until September 25, 2024, or portion thereof, that is needed to complete an initial Business Combination. As of the balance sheet date, the Company had a receivable of $33,932.22 in connection with the outstanding the March 2024 Monthly Extension Fees. Funds in connection with the Monthly Extension Fees scheduled for March 2024, April 2024 and May 2024, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on June 20, 2024. No Monthly Extension Fees was outstanding as of the filing date. If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $0.10 million of interest to pay dissolution expenses), 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. As of the date of the accompanying unaudited condensed financial statements, the Company does not plan to seek to further extend the Combination Period. The Sponsor may also explore transactions under which it would sell its interest in the Company to another management team. Nasdaq Notice On March 26, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule IM-5101-2, which requires that a SPAC complete one or more Business Combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the IPO Registration Statement became effective on March 22, 2021, it was required to complete an initial Business Combination by no later than March 22, 2024. Nasdaq Listing Rule IM-5101-2 also provides that failure to comply with this requirement will result in the Nasdaq staff issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities. The Nasdaq staff advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Nasdaq notice does not impact the Company’s obligation to file periodic reports with the SEC under applicable federal securities laws. NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued) Liquidity and Going Concern In connection with the vote to approve the First Extension Amendment Proposal, approximately $78.77 million was removed from the Trust Account on April 3, 2023, due to the redemption of an aggregate of 7,744,085 Public Shares held by Public Stockholders, at a redemption price of approximately $10.17 per share. Also, in connection with the vote to approve the Second Extension Amendment Proposal, approximately $32.00 million was removed from the Trust Account on October 18, 2023, due to the redemption of an aggregate of 3,060,282 Public Shares held by Public Stockholders, at a redemption price of approximately $10.46 per share. As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, the Company had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions. Since the completion of the Initial Public Offering and through March 31, 2024, the Company withdrew $1.9 million from the Trust Account to pay liabilities related to the income and Delaware franchise taxes. Through March 31, 2024, the Company remitted $1.0 million to the respective tax authorities. As of March 31, 2024, the Company had approximately $1.0 million in its operating bank account (inclusive of $0.9 million overdrawn from the Trust Account, held for the settlement of tax obligations), approximately $21.95 million of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith and a working capital deficiency of approximately $15.5 million. Until the consummation of a Business Combination, the Company has used and will continue to use the funds not held in the Trust Account performing due diligence on prospective target businesses, including for the Infinite Reality Business Combination, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company Working Capital Loans, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs (see Note 5). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through September 25, 2024, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The accompanying unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

3 Months Ended

Mar. 31, 2024

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

Newbury Street Acquisition Corporation was incorporated in Delaware on November 6, 2020. The Company is a blank check formed for the purpose of entering into a Business Combination with one or more businesses.

While the Company may pursue a Business Combination target in any business or industry, the Company has focused its search on a technology business in the consumer internet or media space, including sports and entertainment verticals. In particular, the Company is focused on disruptive, high growth companies with a global ambition that take advantage of: (a) the rise of new consumer behaviors driven by the internet or new technologies, or (b) paradigm shifts in media, sports and entertainment that give rise to disruptive new entrants here to stay for the coming decades. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2024, the Company had no operating activity. During the period from January 15, 2021 (commencement of operations) to March 31, 2024, the Company’s activity related to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, the search for and consummation of a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income or dividend income derived from the funds deposited in Trust Account. The Company has selected December 31 as its fiscal year end.

Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are being applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account, excluding taxes payable on the income earned on the Trust Account at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.76 as of March 31, 2024 before taxes paid or payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. The Public Shares subject to redemption are recorded at redemption value and are classified as temporary equity upon the completion of the Initial Public Offering in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Charter, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Infinite Reality Merger Agreement

On December 12, 2022, the Company entered into the Infinite Reality Merger Agreement with Pubco, the Merger Subs, consisting of Purchaser Merger Sub and Infinite Reality Merger Sub, and Infinite Reality.

The Infinite Reality Merger Agreement Parties entered into the (i) First Merger Agreement Amendment on May 15, 2023, (ii) Second Merger Agreement Amendment on July 21, 2023 and (iii) Third Merger Agreement Amendment on February 26, 2024.

Pursuant to the terms of the Infinite Reality Merger Agreement, (i) under the Purchaser Merger, the Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, (ii) under the Infinite Reality Merger, the Infinite Reality Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity 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.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Infinite Reality Merger Agreement (Continued)

On February 26, 2024, the Infinite Reality Merger Agreement Parties entered into the Third Merger Agreement Amendment to provide for, among other things, (i) the addition of a new Section 6.25 providing for the delivery by Infinite Reality of certain deliverables by the deadlines set forth therein, (ii) the addition of a new Section 8.1(j) granting the Company the right to terminate the Infinite Reality Merger Agreement if Infinite Reality breaches Section 6.25 or fails to meet any of the deadlines set forth therein, (iii) the amendment of Section 8.2(d) providing for the payment by Infinite Reality to the Company of certain reimbursement fees in the event of a termination pursuant to Section 8.1(j), and (iv) an amendment to the definition of “Monthly Extension Fee.”

Extensions of the Combination Period

The Company initially had up to 24 months from the closing of the Initial Public Offering, or until March 25, 2023, to complete a Business Combination, which was extended to (i) September 25, 2023 at the First Special Meeting upon approval by the stockholders of the First Extension Amendment Proposal, (ii) March 25, 2024 at the Second Special Meeting upon approval by the stockholders of the Second Extension Amendment Proposal and (iii) September 25, 2024 at the Third Special Meeting upon approval by the stockholders of the Third Extension Amendment Proposal.

In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 7,744,085 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $78.77 million. Following the First Special Meeting Redemptions, the Company had 8,917,715 shares of Common Stock issued and outstanding.

In connection with the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 3,060,282 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of approximately $32.00 million. Following the Second Special Meeting Redemptions, the Company had 5,857,433 shares of Common Stock issued and outstanding.

In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 908,496 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.75 per share, for an aggregate redemption amount of approximately $9.77 million, which was held in the Trust Account as of the balance sheet date. Payment to such Public Stockholders was made on April 1, 2024. Following the Third Special Meeting Redemptions, the Company had 4,948,937 shares of Common Stock issued and outstanding.

As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, the Company had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions.

In connection with the approval of the First Extension Amendment Proposal, the Sponsor or its designees agreed to contribute to the Company, under the WCL Promissory Note, (i) the Initial Contribution, plus, (ii) an aggregate of $200,000 per month (commencing on June 23, 2023 and on the 23rd day of each subsequent month) until September 25, 2023, or portion thereof, that was needed to complete an initial Business Combination, which amount was to be deposited into the Trust Account.

On March 24, 2023, the Sponsor made the Initial Contribution of $600,000, which was deposited into the Trust Account. On June 26, 2023, $200,000 was deposited into the Trust Account, which was comprised of a $100,000 payment from the Sponsor and a $100,000 payment from Infinite Reality. The remaining Monthly Extension Fees in connection with the approval of the First Extension Amendment Proposal were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Extensions of the Combination Period (Continued)

In connection with the approval of the Second Extension Amendment Proposal, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.025 for each Public Share that was not redeemed in the Second Special Meeting Redemptions, or $50,989.25 (commencing on September 23, 2023 and on the 23rd day of each subsequent month) until March 25, 2024, or portion thereof, that was needed to complete an initial Business Combination. The remaining Monthly Extension Fees in connection with the approval of the Second Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment. Funds in connection with Monthly Extension Fees scheduled for November 2023 and December 2023, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on January 30, 2024.

In connection with the approval of the Third Extension Amendment Proposal, and pursuant to the Third Merger Agreement Amendment, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.03 for each Public Share that was not redeemed in the Third Special Meeting Redemptions, or $33,932.22 (commencing on March 23, 2024 and on the 23rd day of each subsequent month) until September 25, 2024, or portion thereof, that is needed to complete an initial Business Combination. As of the balance sheet date, the Company had a receivable of $33,932.22 in connection with the outstanding the March 2024 Monthly Extension Fees. Funds in connection with the Monthly Extension Fees scheduled for March 2024, April 2024 and May 2024, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on June 20, 2024. No Monthly Extension Fees was outstanding as of the filing date.

If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $0.10 million of interest to pay dissolution expenses), 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.

As of the date of the accompanying unaudited condensed financial statements, the Company does not plan to seek to further extend the Combination Period. The Sponsor may also explore transactions under which it would sell its interest in the Company to another management team.

Nasdaq Notice

On March 26, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule IM-5101-2, which requires that a SPAC complete one or more Business Combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the IPO Registration Statement became effective on March 22, 2021, it was required to complete an initial Business Combination by no later than March 22, 2024. Nasdaq Listing Rule IM-5101-2 also provides that failure to comply with this requirement will result in the Nasdaq staff issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities.

The Nasdaq staff advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Nasdaq notice does not impact the Company’s obligation to file periodic reports with the SEC under applicable federal securities laws.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Liquidity and Going Concern

In connection with the vote to approve the First Extension Amendment Proposal, approximately $78.77 million was removed from the Trust Account on April 3, 2023, due to the redemption of an aggregate of 7,744,085 Public Shares held by Public Stockholders, at a redemption price of approximately $10.17 per share. Also, in connection with the vote to approve the Second Extension Amendment Proposal, approximately $32.00 million was removed from the Trust Account on October 18, 2023, due to the redemption of an aggregate of 3,060,282 Public Shares held by Public Stockholders, at a redemption price of approximately $10.46 per share. As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, the Company had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions.

Since the completion of the Initial Public Offering and through March 31, 2024, the Company withdrew $1.9 million from the Trust Account to pay liabilities related to the income and Delaware franchise taxes. Through March 31, 2024, the Company remitted $1.0 million to the respective tax authorities. As of March 31, 2024, the Company had approximately $1.0 million in its operating bank account (inclusive of $0.9 million overdrawn from the Trust Account, held for the settlement of tax obligations), approximately $21.95 million of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith and a working capital deficiency of approximately $15.5 million.

Until the consummation of a Business Combination, the Company has used and will continue to use the funds not held in the Trust Account performing due diligence on prospective target businesses, including for the Infinite Reality Business Combination, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company Working Capital Loans, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs (see Note 5). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through September 25, 2024, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The accompanying unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.