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

December 13, 2022

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.

  • In November, iR announced the release of a suite of immersive digital technology products that redefine how people experience live events and online shopping. iR’s new and revolutionary INFINITE SKYBOX, INFINITE SHOWROOM, and INFINITE MAINSTREET plug-and-play virtual environments will provide the necessary back-end tools, analytics, content moderation, and user management capabilities for brands to upend the traditional, static one-way viewership of events and online retail experiences.
  • In October, iR entered into multi-year international partnership with Warner Bros. Discovery Sports to offer a new and revolutionary way for audiences to engage with their favorite athletes, retail outlets and brands. Under this partnership, a preview of the first metaverse experience was unveiled on December the 2nd, which brought the UCI Track Champions League to the Web3 world for the first time.
  • In July, iR acquired esports and entertainment conglomerate ReKTGlobal. The acquisition marked iR’s first foray into competitive global esports as they welcomed onboard ReKT-owned digitally native brands League of Legends LEC champions Team Rogue and Call of Duty League’s London Royal Ravens.

“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

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