Newbury Street Acquisition Corporation *
The below-announced combination was terminated on 12/20/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Infinite Reality, Inc. [Terminated 12/20/24]
ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd
Newbury Street Acquisition Corporation proposes to combine with Infinite Reality, Inc.
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.
EXTENSION – 9/26/24 – LINK
- The SPAC approved the extension from September 25, 2024 to March 25, 2025.
- 555,266 shares were redeemed.
- $0.06/share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 7/9/24 – LINK
- Infinite Reality announced a $350 million minority investment from a private multi-family office focused on global technology, media, and real estate, elevating the Company’s valuation to $5.1 billion.
- The $350 million will be deployed immediately to accelerate growth.
- The Company also announced the $450 million acquisition of Landvault.
SUBSEQUENT EVENT – 4/23/24 – LINK
- Infinite Reality Acquires the Drone Racing League for $250 Million.
- The $250 million acquisition bolsters iR’s capabilities and IP, and boosts its valuation to $3.5 billion.
EXTENSION – 3/26/24 – LINK
- The SPAC approved the extension from March 25, 2024 to September 25, 2024.
- 908,496 shares were redeemed for $10.66 per share.
- $0.03/share per month will be deposited into the trust account.
EXTENSION – 9/22/23 – LINK
- The SPAC approved the extension from September 25, 2023 to March 25, 2024.
- 3,060,282 shares were redeemed for $10.41 per share.
- $0.025/share per month will be deposited into the trust account.
EXTENSION – 3/27/23 – LINK
- The SPAC approved the extension from March 25, 2023 to September 25, 2023.
- 7,744,085 shares were redeemed
- $0.04/share per month will be deposited into the trust account to extend until June 25, 2023; $200k per month will be deposited thereafter as needed
TRANSACTION
- 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.
- The parties expect the transaction to be consummated during the first quarter of 2023
- 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.
PIPE
- There is no PIPE for this Transaction
LOCK-UP
Sponsor & Company:
- The Sponsor Lock-Up Period means the period beginning on the date of the Sponsor Letter Agreement and ending:
- (i) in respect of Sponsor Lock-Up Shares of the Sponsor (other than those Sponsor Lock-Up Shares specified in clause
- (ii) on the earlier to occur of
- (A) the date that is six calendar months after the Closing Date or
- (B) the Pubco Common Stock VWAP for the preceding 30 consecutive trading days equals or exceeds $13.50; and
- (ii) in respect of Sponsor Lock-Up Shares which are allocable to the officers and directors of the Sponsor, on the earlier to occur of
- (A) the date that is 18 calendar months after the Closing Date or
- (B) the termination of the Contingent Value Rights Agreement in accordance with its terms.
NOTABLE CONDITIONS TO CLOSING
- The obligations of the Company to consummate the transactions contemplated by the Merger Agreement are conditioned upon the Purchaser having cash and cash equivalents of at least equal to $50,000,000.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by the Purchaser or the Company if the transactions contemplated by the Merger Agreement shall not have been consummated on or prior to March 25, 2022.
- If the Merger Agreement is terminated:
- (i) under certain specified circumstances, including in the event of a termination in connection with a change of recommendation by the Company Board, the Company may be required to pay the Purchaser a termination fee of $8 million and
- (ii) under certain other specified circumstances, the Company may be required to pay the Purchaser $4.5 million on account of expense reimbursement (the “Termination Fee”).
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.
- BTIG is the Capital Markets Advisor to Newbury
MANAGEMENT & BOARD
Executive Officers
Thomas Bushey, 40
Chief Executive Officer and Director
Mr. Bushey brings a wealth of experience from his two-decades long career as a successful investor, board member and capital allocator. He is the founder and has served as CEO of Sunderland Capital since 2015. Sunderland Capital is an operationally focused, long-term oriented investment firm with a focus on emerging technologies and the consumer Internet. Mr. Bushey has also served on the board of Ondas Holdings Inc. (Nasdaq: ONDS), a developer of private licensed wireless data networks for mission-critical industrial markets, since 2020. Prior to founding Sunderland Capital, he was a portfolio manager at Blackrock. Prior to Blackrock, Mr. Bushey was a senior analyst for Mayo Capital Partners and Millennium Partners. Mr. Bushey began his career as an analyst for Credit Suisse First Boston (“CSFB”) and later moved to HCI Equity Partners (Thayer Capital). At CSFB from 2002 to 2005, he executed and analyzed mergers, acquisitions, leveraged buyouts, divestitures, takeover defenses, restructurings and debt and equity financing for corporate clients and financial sponsors. Mr. Bushey has a BS in Economics from the Wharton School of the University of Pennsylvania.
Kenneth King, 34
Chief Financial Officer and Director
Mr. King has over 13 years of experience in venture building, venture capital, and mergers & acquisitions. Since 2019, Mr. King has been a founding partner of Cambium Grove Capital, a global asset management platform investing in venture, private equity and alternative credit. Between 2016 and 2018, Mr. King served as a special consultant at Yixia Technology (Miaopai), which acquired Tiantian, a mobile video application company that Mr. King co-founded in 2015, where he served as CEO, until the acquisition by Yixia Technology, in 2016. In 2011, Mr. King was also the first investor and founding member of Tessa Therapeutics, a Singapore-based biotechnology company backed by Temasek Holdings, where he served as COO until 2014. Mr. King started his career with Morgan Stanley’s Mergers and Acquisitions (M&A) Group in Hong Kong from 2008 to 2010, where he participated in buy-side, sell-side, and cross-border transactions across a wide range of industries and Asia-Pacific geographies. Mr. King graduated from Stanford University in 2008 with a B.A. in Economics and a M.S. in Management Science and Engineering.
Board of Directors
Matthew Hong, 48
Chairman
From May 2008 to June 2019, Mr. Hong served in various roles, culminating in serving as the chief operating officer, between March 2017 and June 2019, of Turner Sports, a subsidiary of WarnerMedia and AT&T. In this role, he oversaw teams responsible for long-term business strategy, rights acquisitions, league partnerships, programming, marketing, revenue and sales inventory planning, and day-to-day operations for the division. In addition to his division-wide responsibilities, Mr. Hong oversaw the management of various sports businesses and properties including Bleacher Report, NBA TV, NBA Digital, NCAA Digital and March Madness Live, SI Digital, NASCAR.com, PGATOUR.com, PGA.com and PGA Championship Live, GOLF.com, and the B/R Live OTT offering. Prior to Turner Sports, from January 2006 to May 2008, he served as vice president and general manager of interactive media at Thomson Learning. From November 1999 to January 2006, he served in multiple roles at AOL, including as executive director of business development and executive director of search. While at AOL, he architected and oversaw the company’s partnership with, and equity stake in, Google, and managed the search business across the AOL portfolio of properties. Mr. Hong has been a director of Advocado, Inc., an adtech company, since July 2020. He also serves as an advisor to NASCAR, since June 2020; SAS, a developer of analytics software, since December 2020; and Liquefy, a blockchain technology provider, since January 2020. He previously served on the board of directors of iStreamPlanet, a company that processes and delivers live video broadcasts over the Internet, between August 2015 and June 2019, and as a board observer of FanDuel, a gaming company, between June 2015 and October 2017. Mr. Hong received a JD, with honors, from Harvard Law School, and a BA in economics from NC State University.
Jennifer Vescio, 50
Director
Since 2019, Ms. Vescio has served as the global head of business development for Uber Technologies Inc. where she is responsible for launching new strategic initiatives, closing partnership deals and managing partner operations. Ms. Vescio is a principal of Awestruck Ventures, a venture and strategy consulting firm she co-founded in 2015, where she currently serves as an advisor, investor, strategy and management consultant to tech, entertainment, sports & digital media firms as well as an executive coach to CEOs and their teams. Ms. Vescio also served as a member of the board of directors of the PGA Tour, the organizer of the main professional golf tours played by men in the United States and North America, from 2015 to 2020. From 2017 to 2018, Ms. Vescio served as senior vice president, global head of corporate development and partnerships for Verizon Media where she focused on strategic growth, new business development, partnerships and investments. From 2013 to 2016, she served as the head of global strategy and business development at eBay (NASDAQ: EBAY). While at eBay, she managed over $600 million in GMV (Global Merchandise Volume) through its partner network, which included partnerships with Samsung, HP, Yahoo!, Facebook, Pinterest, Twitter, and Telefonica. She also launched new strategic initiatives and incubated new businesses such as eBay Now, an on-demand local ordering and delivery platform which launched in San Francisco and New York. From 2010 to 2013, Ms. Vescio was the vice president of global business development at ESPN. In 2009, CBS hired Ms. Vescio to lead its strategy & business development efforts until 2011. During her time at CBS, Ms. Vescio led its digital content distribution strategy and signed partnerships with YouTube, DailyMotion, eBay, Hulu and Yahoo!. Ms. Vescio earned her Bachelor of Science degree in Psychology/Biology from Allegheny College and her MBA from the UCLA Anderson School of Management. She also holds her ICF and NCF certifications for executive coaching.
Teddy Zee, 63
Director
Best known for such films as Pursuit of Happyness, Hitch & Charlie’s Angels, Mr. Zee has been a film and television producer since May 2005, with over thirty years of experience in Hollywood. He has built an active global advisory and consulting practice across media and technology. He has previously served as president of Sony-based Overbrook Films from 2001 to 2005, president of Fox-based Davis Entertainment from 1997 to 2001, EVP at Columbia Pictures from 1990 to 1997, SVP at Paramount Pictures from 1985 to 1990. Since 1996, he is a member of Academy of Motion Picture Arts & Sciences (Oscars), Academy of Television Arts & Sciences (Emmys) and Producers Guild of America. Mr. Zee has served as an advisor to Vizio, a leading HDTV maker and innovator in data & advertising around smart TVs, since August 2019; Ford Models, an international modelling agency, since July 2020; Tapas Media, a platform for creators of bite-sized comics and web-stories, since September 2020; PureForm Global, a biotech company that synthesizes CBD from oils in orange peels, since March 2020; Tarsus Entertainment between August 2019 and October 2020, which delivers government approved video games through IPTV and OTT in China; Watcha, a Korean streaming and data/analytics venture, since April 2018; Kooding, an e-commerce fashion and beauty platform, since January 2017; Pickit, the digital collectibles marketplace platform serving KPOP fans, since May 2020; and ParagonOne, a platform that manages internships for enterprises, since September 2015. Mr. Zee advised Biola University’s School of Cinema & Media Arts between December 2017 and June 2019; Oben, a Softbank-backed start-up that uses AI, computer vision and blockchain to deploy personal avatars for the masses, between September 2015 and January 2019; Meitu, the Chinese photo and video app company that went IPO in Hong Kong, between February 2015 and June 2016; Starmaker, the user generated music and video platform, between February 2016 and January 2017; and Ooyala, a leading online video platform company, between April 2013 and May 2015. Mr. Zee also served as head of creative, mobile technologies division for Rambus, between March 2012 and September 2013. Rambus acquired Silicon Valley interactive media start-up Mozaik Multimedia, where Mr. Zee had previously held the post of chief creative officer between September 2011 and March 2012. Mr. Zee earned an MBA from Harvard Business School and a BS from Cornell University.