Infinite Reality, Inc., Global Leader Delivering Immersive Digital Experiences, to Go Public Through Combination with Newbury Street Acquisition Corporation (NASDAQ: NBST)

▤ Summary

Discovery Sports, to foster immersive virtual experiences and new monetization opportunities in Web3-enabled showrooms and events The company has seen rapid expansion in the past year with new product launches and acquisitionsNEW YORK and LONDON, Dec. 12, 2022 /PRNewswire/ -- (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. Moreover, iR makes it easy to enter the Metaverse, without requiring special hardware, headsets, or equipment.iRs tools and services empower companies, innovators, and artists to develop the richest and most forward-thinking experiences. 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. 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").Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Infinite Reality, Inc. along with Bryan Cave Leighton Paisner, LLP. NBSTs 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).

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