Newbury Street Seeks Sixth Extension Amidst Dwindling Trust, Failed Merger

TL;DR

**Newbury Street is a zombie SPAC; redeem your shares and move on before the trust account is completely drained.**

AI Summary

Newbury Street Acquisition Corp (NSAC) is seeking stockholder approval to extend its deadline for completing an initial business combination from September 25, 2025, to March 25, 2026. This is the sixth extension request since its IPO on March 25, 2021. The company previously entered into a Merger Agreement with Infinite Reality, Inc. on December 12, 2022, which was subsequently amended three times before being mutually terminated on December 19, 2024. Following the termination, Infinite Reality was required to pay a $7,000,000 termination fee, later settled for $5,250,000 in installments due by September 18, 2025. Prior extensions led to significant redemptions: $78.8 million in March 2023, $32.0 million in September 2023, $9.8 million in March 2024, $6.1 million in September 2024, and $5.7 million in March 2025. As of September 8, 2025, the Trust Account holds approximately $821,405.94, with an estimated per-share redemption price of $11.48, while the common stock closed at $10.02 on the same date. The Board unanimously recommends voting 'FOR' the extension.

Why It Matters

Newbury Street Acquisition Corp's repeated extensions and significant share redemptions, totaling over $132 million across five prior votes, signal deep investor skepticism and a challenging SPAC environment. The failure to close the Infinite Reality merger, despite multiple amendments and a $5.25 million settlement, highlights the difficulties in identifying and executing viable business combinations. For investors, this ongoing uncertainty and the declining Trust Account balance, now at $821,405.94, raise questions about the SPAC's ability to deliver value, especially with the common stock trading below the redemption price. Competitors in the SPAC market may view this as a cautionary tale regarding prolonged search periods and the impact of high redemption rates.

Risk Assessment

Risk Level: high — The company has experienced massive redemptions, with 7,744,085 shares redeemed for $78.8 million in March 2023, 3,060,282 shares for $32.0 million in September 2023, 908,496 shares for $9.8 million in March 2024, 555,266 shares for $6.1 million in September 2024, and 504,543 shares for $5.7 million in March 2025. This has reduced the Trust Account to approximately $821,405.94 as of September 8, 2025, leaving only 71,265 shares outstanding after the last redemption, indicating a high risk of further redemptions and potential liquidation.

Analyst Insight

Investors should seriously consider exercising their redemption rights by September 22, 2025, to receive approximately $11.48 per share, which is higher than the September 8, 2025 closing price of $10.02. Given the history of failed mergers and significant redemptions, the likelihood of a successful business combination that generates substantial returns appears low.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$821,405.94

revenue Growth

N/A

Key Numbers

• $821,405.94 — Trust Account Balance (As of September 8, 2025, significantly reduced from prior balances)
• $11.48 — Estimated Redemption Price Per Share (Higher than the current market price of common stock)
• $10.02 — Common Stock Closing Price (On September 8, 2025, below the estimated redemption price)
• $5,250,000 — Settlement Agreement Payment (Amount Infinite Reality is required to pay Newbury Street after merger termination)
• 71,265 — Shares Outstanding (Remaining after March 2025 redemptions, indicating minimal public float)
• March 25, 2026 — Proposed Extended Date (New deadline for completing an initial business combination)
• September 25, 2025 — Current Deadline (Date by which the company must complete a business combination)

Key Players & Entities

• Newbury Street Acquisition Corporation (company) — Registrant seeking extension
• Infinite Reality, Inc. (company) — Target of terminated merger agreement
• SEC (regulator) — U.S. Securities and Exchange Commission
• Continental Stock Transfer & Trust Company (company) — Company's transfer agent
• The Depository Trust Company (company) — Facilitates electronic share delivery
• Board of Directors (person) — Unanimously recommends extension
• Inflation Reduction Act of 2022 (regulator) — Introduced 1% excise tax on stock repurchases

FAQ

Risk Factors

• Depletion of Trust Account [high — financial]: The company has experienced significant redemptions, reducing the Trust Account balance to approximately $821,405.94 as of September 8, 2025. This depletion, driven by repeated extension requests and the termination of a prior merger agreement, raises concerns about the company's ability to fund future operations or a business combination.
• Redemption Price Exceeds Market Price [medium — financial]: The estimated redemption price per share is $11.48 as of September 8, 2025, which is higher than the common stock's closing price of $10.02 on the same date. This discrepancy may incentivize further redemptions, further depleting the Trust Account and potentially making it difficult to attract new investors or complete a business combination.
• Repeated Business Combination Delays [high — operational]: This is the sixth extension request since the IPO on March 25, 2021. The company has failed to complete an initial business combination within the original timeframe, necessitating multiple extensions and indicating challenges in identifying and closing a suitable target.
• Termination Fee Dispute and Settlement [medium — legal]: The company terminated its Merger Agreement with Infinite Reality, Inc. and subsequently settled a dispute over a $7,000,000 termination fee for $5,250,000. The payment is due in installments by September 18, 2025, creating a contingent receivable and potential cash flow uncertainty.
• Minimal Public Float [medium — financial]: Following significant redemptions, the company has only 71,265 shares outstanding as of March 2025. This indicates a very small public float, which could lead to low trading liquidity and increased stock price volatility.

Industry Context

Newbury Street Acquisition Corp. operates within the Special Purpose Acquisition Company (SPAC) sector. The SPAC market has faced increased scrutiny and challenges in recent years due to rising interest rates, regulatory uncertainty, and a higher bar for successful business combinations. Many SPACs are struggling to find suitable targets and complete transactions within their mandated timelines, leading to a rise in extension requests and redemptions.

Regulatory Implications

The repeated requests for extensions and the termination of a prior merger agreement highlight the regulatory scrutiny SPACs face. Failure to complete a business combination within the extended deadline could lead to the company's dissolution and return of funds to shareholders, subject to SEC regulations.

What Investors Should Do

1. Review the proposed extension and its implications for the Trust Account balance.
2. Assess the company's track record in identifying and closing business combinations.
3. Compare the current stock price to the redemption price.
4. Consider the impact of the settlement payment from Infinite Reality.

Key Dates

• 2021-03-25: Initial Public Offering (IPO) — Established the company's initial capital and set the original deadline for a business combination.
• 2022-12-12: Merger Agreement with Infinite Reality, Inc. — Identified a potential business combination target, initiating a period of negotiation and amendment.
• 2024-12-19: Mutual Termination of Merger Agreement — Ended the proposed business combination with Infinite Reality, leading to a termination fee dispute and settlement.
• 2025-07-02: General Release and Settlement Agreement — Resolved the dispute over the termination fee, setting a new payment schedule of $5.25 million by September 18, 2025.
• 2025-09-08: Trust Account Balance and Stock Price Data — Provided current financial status, showing a low trust balance ($821,405.94) and a stock price ($10.02) below the redemption value ($11.48).
• 2026-03-25: Proposed Extended Date for Business Combination — The new deadline sought by the company to complete an initial business combination, representing the sixth extension.

Glossary

Initial Business Combination

The acquisition, merger, stock purchase, or other similar business transaction that Newbury Street Acquisition Corp. is formed to complete. (The company's primary objective; failure to complete one by the deadline leads to liquidation.)

Trust Account

A segregated account holding the proceeds from the company's IPO, intended to be used for the business combination or returned to shareholders upon liquidation. (Represents the majority of the company's assets and is subject to significant redemptions.)

Redemption Price

The amount per share that public stockholders receive if they choose to redeem their shares, typically from the Trust Account, before a business combination is completed. (The current redemption price ($11.48) is higher than the market price, potentially driving further redemptions.)

DEF 14A

A filing with the SEC that provides detailed information to shareholders regarding matters to be voted on at a special meeting. (This document outlines the proposed extension and related details for shareholder approval.)

Special Meeting

A meeting of shareholders called for a specific purpose, in this case, to vote on the proposed extension of the business combination deadline. (The forum where shareholders will decide the company's future timeline.)

Merger Agreement

A contract outlining the terms and conditions for a merger between two companies. (The company previously had a merger agreement with Infinite Reality, which was terminated, impacting its business combination progress.)

Year-Over-Year Comparison

This filing represents a significant shift from previous proxy statements due to the termination of the Infinite Reality merger agreement. While prior filings focused on the progress of that specific combination, this document centers on the need for a sixth extension, highlighting the company's continued struggle to find and close a business combination. The Trust Account balance has continued to dwindle due to redemptions, and the market price of the common stock is now below the redemption value, indicating increased shareholder skepticism and potential for further redemptions.

Key Financial Figures

• $0.0001 — f the shares of common stock, par value $0.0001 per share, of the Company (“ Com
• $10 — mpany of all transaction expenses up to $10 million in connection with the c
• $3,000,000 — t in no event shall such payment exceed $3,000,000 (inclusive of all monthly extens
• $10,000,000 — pay for all transaction expenses up to $10,000,000 in connection with the consummation of
• $7,000,000 — payment to the Company in the amount of $7,000,000 (the “ Termination Fee ”)
• $5.25 m — required to pay the Company a total of $5.25 million, in installments to be paid throu
• $300,000 — d, they may receive a discount of up to $300,000 from the total amount owed. On March&#
• $10.17 — at a redemption price of approximately $10.17 per share, for an aggregate redemption
• $78.8 — gate redemption amount of approximately $78.8 million. As a result, on April 3
• $10.46 — at a redemption price of approximately $10.46 per share, for an aggregate redemption
• $32.0 — gate redemption amount of approximately $32.0 million. As a result, on October
• $10.75 — at a redemption price of approximately $10.75 per share, for an aggregate redemption
• $9.8 — gate redemption amount of approximately $9.8 million. As a result, on March&#
• $10.99 — at a redemption price of approximately $10.99 per share, for an aggregate redemption
• $6.1 — gate redemption amount of approximately $6.1 million. As a result, on Septemb

Filing Documents

• ea0253818-02.htm (DEF 14A) — 671KB
• tproxy_001.jpg (GRAPHIC) — 1757KB
• tproxy_002.jpg (GRAPHIC) — 1462KB
• 0001213900-25-086234.txt ( ) — 5106KB

From the Filing

DEF 14A 1 ea0253818-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________________ SCHEDULE 14A (Rule 14a-101) __________________________________________ INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement.   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)).   Definitive Proxy Statement.   Definitive Additional Materials.   Soliciting Material Pursuant to §240.14a -12 . Newbury Street Acquisition Corporation (Name of Registrant as Specified In Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   Table of Contents NEWBURY STREET ACQUISITION CORPORATION 121 High Street, Floor 3, Boston, MA 02110 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF NEWBURY STREET ACQUISITION CORPORATION Dear Stockholders of Newbury Street Acquisition Corporation: You are cordially invited to attend the Special Meeting (the “ Special Meeting ”) of stockholders of Newbury Street Acquisition Corporation, a Delaware corporation (the “ Company ,” “ Newbury Street ,” “ we ,” “ us ” or “ our ”), to be held virtually via a live webcast on September 24, 2025, at 10:00 a.m., Eastern Time, or at such other time, on such other date to which the meeting may be postponed or adjourned. You will be able to attend the Special Meeting online, vote, and submit your questions during the Special Meeting by visiting http s://www.cs tpr oxy.com/ne wburystreetacquisition/ext2025 . The accompanying proxy statement is dated September 9, 2025, and is first being mailed to stockholders of the Company on or about September 9, 2025. Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy or by voting by Internet by following the instructions on the enclosed proxy card, so that your shares will be represented at the Special Meeting. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Special Meeting. The Special Meeting is being held to consider and vote upon the following proposals: 1.        The Extension Proposal —  to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “ Charter ”), pursuant to an amendment in the form set forth in Annex A of the accompanying proxy statement (with such amendment, the “ Amended Charter ”) to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (an “ initial business combination ”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company (“ Common Stock ”) included as part of the units sold in the Company’s initial public offering (the “ Public Shares ”) that was consummated on March 25, 2021 (the “ IPO ”) from September 25, 2025 to March 25, 2026 (the “ Extension ,” such date, the “ Extended Date ” and such proposal, the “ Extension Proposal ”); and 2.        The Adjournment Proposal —  to approve the adjournment of the Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “ Adjournment Proposal ”), which will only be presented at the Special Meeting if, based on the tabulated votes, there are not suf

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