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

1 year ago 60

Transaction expected to rapidly grow Infinite Reality's immersive audiences experiences offerings and accelerate commercialized monetization opportunities

The transaction is expected to supply up to $128 million successful proceeds
The transaction values the combined institution astatine an equity worth of astir $1.85 billion, including astir $1.7 billion attributable to Infinite Reality
Infinite Reality is moving with immoderate of the world's biggest brands, including Warner Bros. Discovery Sports, to foster immersive virtual experiences and caller monetization opportunities successful Web3-enabled showrooms and events
The institution has seen accelerated enlargement successful the past twelvemonth with caller merchandise launches and acquisitions

, /PRNewswire/ -- Infinite Reality, Inc. (iR), the person successful delivering immersive virtual experiences, and Newbury Street Acquisition Corporation (Nasdaq: NBST), a peculiar intent acquisition institution ("NBST"), contiguous announced they person entered into a definitive concern operation agreement. Upon completion of the projected concern combination, NBST volition alteration its sanction to Infinite Reality, Inc., and the combined company's communal stock, warrants and units are expected to beryllium listed connected the Nasdaq Stock Market.

An Infinite Reality (iR) powered integer acquisition enables brands and creators to afloat power the ways successful which they administer content, prosecute audiences, commercialize their creations, and pass with their communities. (PRNewsfoto/Infinite Reality)

Infinite Reality concern highlights

Already trusted by immoderate of the world's biggest brands, Infinite Reality is charting a caller way for companies, sports teams, celebrities, influencers, and different creators to foster immersive idiosyncratic connections and commercialized opportunities successful Web3 enabled events and showrooms. Moreover, iR makes it casual to participate the Metaverse, without requiring peculiar hardware, headsets, oregon equipment.

iR's tools and services empower companies, innovators, and artists to make the richest and astir forward-thinking experiences. The Innovation Team advises, manages, designs, and oversees these customized builds, leveraging the Technology Team's level improvement expertise, portion the Entertainment Team produces exceptional contented and events featuring the world's champion talent.

In November, iR announced the merchandise of a suite of immersive integer exertion products that redefine however radical acquisition unrecorded events and online shopping. iR's caller and revolutionary INFINITE SKYBOX, INFINITE SHOWROOM, and INFINITE MAINSTREET plug-and-play virtual environments volition supply the indispensable back-end tools, analytics, contented moderation, and idiosyncratic absorption capabilities for brands to upend the traditional, static one-way viewership of events and online retail experiences.
In October, iR entered into multi-year planetary concern with Warner Bros. Discovery Sports to connection a caller and revolutionary mode for audiences to prosecute with their favourite athletes, retail outlets and brands. Under this partnership, a preview of the archetypal metaverse experience was unveiled connected December the 2^nd, which brought the UCI Track Champions League to the Web3 satellite for the archetypal time.
In July, iR acquired esports and amusement conglomerate ReKTGlobal. The acquisition marked iR's archetypal foray into competitory planetary esports arsenic they welcomed onboard ReKT-owned digitally autochthonal brands League of Legends LEC champions Team Rogue and Call of Duty League's London Royal Ravens.

"Our squad was blown distant by the accidental Infinite Reality has to genuinely revolutionize however radical acquisition the net successful the future," said Newbury CEO Tom Bushey. "Infinite Reality has the expertise, innovation, and standard to beryllium a trailblazer helping brands link straight with their audiences and customize their Metaverse experiences. Online commerce and amusement volition ne'er beryllium the aforesaid again. The originative endowment and acquisition of this squad sets iR isolated and each of america astatine Newbury are excited to beryllium their semipermanent spouse "

Transaction highlights

After outgo of transaction expenses, the nett proceeds volition beryllium utilized to proceed to physique retired infrastructure, grow teams successful Europe, Asia, and the United States, accelerate selling of iR's products and services with a absorption connected sports and entertainment, music, broadcast, and brands, and to concern aboriginal acquisitions.

"We're thrilled to denote this concern operation and pathway for Infinite Reality to participate the nationalist market. We proceed 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 adjacent iteration of the net with infinite imaginable for brands to link with caller audiences and deepen relationships with their committed fans by offering unique, engaging, and personalized societal experiences, each portion creating caller opportunities for commercialized monetization."

The projected concern operation is expected to supply up to $128 million maturation superior to Infinite Reality and is conditioned connected minimum currency of $50 million astatine closing. With this capital, iR volition present a product suite that restores sovereign information ownership portion accelerating and amplifying the worth concatenation betwixt audiences, creators, and brands successful bespoke virtual environments. All existent iR shareholders are rolling their existing equity. Shareholders of Newbury volition besides person a contingent worth close arsenic portion of the transaction arsenic a effect of which they whitethorn beryllium entitled to person further shares of the combined institution nether definite circumstances. The completion of the projected concern operation is taxable to support by shareholders of some Infinite Reality and Newbury, arsenic good arsenic regulatory and different closing conditions.

Under the presumption of the projected transaction, a caller publically traded holding institution was formed nether the sanction Infinite Reality Holdings, Inc. ("Pubco") which volition person 2 wholly-owned subsidiaries, 1 of which, anterior to closing, volition merge with and into iR, with iR surviving, and 1 of which volition merge with and into NBST, with NBST surviving.

Transaction information to information holders of iR volition instrumentality the signifier of recently issued Pubco securities, including Pubco communal stock, options, warrants and units with the full fig of Pubco securities to beryllium determined successful accordance with the presumption of the Merger Agreement.

In transportation with the transaction, non-redeeming NBST stockholders and investors that subscribe for shares successful a backstage placement to beryllium consummated concurrent with the concern operation volition person CVRs entitling holders to definite down-side terms extortion and a premium return, taxable to trading prices of Pubco communal banal during the 18-month play aft the closing.

The parties expect the transaction to beryllium consummated during the archetypal 4th of 2023.

A much elaborate statement of the transaction and a transcript of the Merger Agreement volition beryllium included successful a Current Report connected Form 8-K to beryllium filed by NBST with the United States Securities and Exchange Commission (the "SEC").

Advisors

Fried, Frank, Harris, Shriver & Jacobson LLP is serving arsenic ineligible counsel to Infinite Reality, Inc. on with Bryan Cave Leighton Paisner, LLP. Akerman LLP is serving arsenic ineligible counsel to Newbury Street Acquisition Corporation.

ABOUT NEWBURY STREET ACQUISITION CORPORATION

Newbury Street Acquisition Corporation ("NBST") is simply a peculiar intent acquisition blank cheque institution ("SPAC") whose concern intent is to effect formed for the intent of entering into a merger, superior stockshare exchange, plus acquisition, banal purchase, recapitalization, reorganization oregon different akin concern operation with 1 oregon much businesses oregon 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 see Jennifer Vescio (Chief Business Development Officer astatine Uber) , Matthew Hong (Former COO of Turner Sports), and Teddy Zee (Former EVP of Columbia Pictures). Additionally, the NBST's Advisors see 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 make immersive Web3 experiences that maximize the worth betwixt audiences, brands, and creators. An iR powered integer acquisition enables brands and creators to afloat power the ways successful which they administer content, prosecute audiences, commercialize their creations, and pass with their communities. With its heavy expertise successful Hollywood production, iR develops Metaverse experiences that continuously redefine the possibilities successful connected integer environments.

Our Services and Advisory teams advise, manage, design, and oversee customized builds, leveraging our Technology team's level improvement expertise. Our Entertainment and Content Creation part produces breathtaking archetypal contented and unrecorded events featuring the world's astir in-demand talent. iR's Agency attracts, cultivates, and builds lawsuit audiences portion iR's digitally autochthonal brands, including title esports organizations Rogue and the London Royal Ravens and premier influencer absorption bureau TalentX Entertainment, summation consciousness and adoption of Web3 opportunities. For much information, sojourn theinfinitereality.com

MEDIA CONTACT
United States
Rick Cohen, H+K Strategies
E: rick.cohen@hkstrategies.com
D: +1 212 885 0563
M: +1 516 754 4683

Europe & Asia
Giang Nguyen, H+K Strategies
E: giang.nguyen@hkstrategies.com
M: +44 7771 808 320

INVESTOR CONTACT
Investors@theinfinitereality.com

Important Information About the Proposed Business Combination

In transportation with the projected concern combination, NBST and Pubco, arsenic applicable, program to record applicable materials with the SEC, including a registration connection connected Form S-4, which volition see a preliminary proxy statement/prospectus and different documents relating to the projected concern combination. After the registration connection is declared effectual by the SEC, NBST volition message the definitive proxy statement/final prospectus to holders of shares of NBST's communal banal of a grounds day to beryllium established successful transportation with NBST's solicitation of proxies for ballot by NBST shareholders with respect to the projected concern operation and different matters arsenic described successful the proxy statement/prospectus. NBST shareholders and different funny persons are urged to work the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/final prospectus, and documents incorporated by notation therein, arsenic good arsenic different documents filed with the SEC successful transportation with the projected concern operation arsenic these materials volition incorporate important accusation astir the projected concern combination. Shareholders volition beryllium capable to get copies of the preliminary and definitive proxy statement/prospectus and different documents containing important accusation astir NBST, Infinite Reality and the projected concern operation filed with the SEC erstwhile specified documents are disposable connected the website maintained by the SEC astatine www.sec.gov.

Participants successful the Solicitation

NBST, Infinite Reality and their respective directors, enforcement officers and employees whitethorn beryllium deemed to beryllium participants successful the solicitation of proxies from the shareholders of NBST successful transportation with the projected transaction nether the rules of the SEC. Information astir the directors and enforcement officers of NBST and their ownership of shares of NBST's communal banal is acceptable distant successful its Annual Report connected Form 10-K for the twelvemonth ended December 31, 2021, which was filed with the SEC connected March 31, 2022, and successful consequent documents filed with the SEC, including the associated proxy statement/prospectus referred to above. Additional accusation regarding the persons who whitethorn beryllium deemed participants successful the proxy solicitations and a statement of their nonstop and indirect interests successful the projected transactions, by information holdings oregon otherwise, volition besides beryllium included successful the associated prospectus/proxy connection and different applicable materials to beryllium filed with the SEC erstwhile they go available.

No Offer oregon Solicitation

This connection is for informational purposes lone and shall not represent an connection to merchantability oregon the solicitation of an connection to merchantability oregon the solicitation of an connection to bargain immoderate securities, nor shall determination beryllium immoderate merchantability of securities successful immoderate jurisdiction successful which specified offer, solicitation oregon merchantability would beryllium unlawful anterior to registration oregon qualification nether the securities laws of immoderate specified jurisdiction. No offering of securities successful transportation with the projected concern operation shall beryllium made but by means of a prospectus gathering the requirements of Section 10 of the Securities Act of 1933, arsenic amended.

Forward-Looking Statements

This connection contains "forward-looking statements," wrong the meaning of Section 27A of the Securities Act of 1933, arsenic amended, and Section 21E of the Securities Exchange Act of 1934, arsenic amended. Forward-looking statements whitethorn mostly beryllium identified by terminology specified arsenic "may," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" oregon "continue" oregon the antagonistic of these presumption oregon different akin words oregon expressions that foretell oregon bespeak aboriginal events oregon trends that are not statements of humanities matters. These statements are lone predictions. NBST and Infinite Reality person based these forward-looking statements mostly connected their then-current expectations and projections astir aboriginal events and fiscal trends arsenic good arsenic the beliefs and assumptions of management. Forward-looking statements are taxable to a fig of risks and uncertainties, galore of which impact factors oregon circumstances that are beyond each of NBST's and Infinite Reality's control. Actual results could disagree materially from those stated oregon implied successful forward-looking statements owed to a fig of factors, including but not constricted to: (i) risks associated with NBST's quality to get the shareholder support required to consummate the projected transactions and the timing of the closing of the projected transaction, including the risks that a information to closing would not beryllium satisfied wrong the expected timeframe oregon astatine each oregon that the closing of the projected transactions volition not occur; (ii) the result of immoderate ineligible proceedings that whitethorn beryllium instituted against the parties and others related to the projected transactions; and (iii) the occurrence of immoderate event, alteration oregon different condition oregon information that could springiness emergence to the termination of the projected transactions. We notation you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of NBST's Annual Report connected Form 10-K for the twelvemonth ended December 31, 2021, and different filings made with the SEC and that are disposable connected the SEC's website astatine www.sec.gov. All of the forward-looking statements made successful this property merchandise are expressly qualified by the cautionary statements contained oregon referred to herein. Accordingly, you should not trust upon forward-looking statements arsenic predictions of aboriginal events. Neither NBST nor Infinite Reality tin guarantee you that the events and circumstances reflected successful the forward-looking statements volition beryllium achieved oregon occur, and existent results could disagree materially from those projected successful the forward-looking statements. The forward-looking statements made successful this connection subordinate lone to events arsenic of the day connected which the statements are made. Except arsenic required by applicable instrumentality oregon regulation, NBST and Infinite Reality undertake nary work to update immoderate forward-looking connection to bespeak events oregon circumstances aft the day connected which the connection is made oregon to bespeak the occurrence of an unanticipated event.