UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to

Commission File Number: 001-40251

Newbury Street Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	85-3985188
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

121 High Street, Floor 3 Boston, MA	02110
(Address of principal executive offices)	(Zip Code)

(617) 893-305

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one-half of one redeemable Warrant	NBSTU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	NBST	The Nasdaq Stock Market LLC
Warrants, each whole Warrant exercisable for one share of Common Stock for $11.50 per share	NBSTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☒	Smaller reporting company  ☒
	Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

As of June 28, 2024, there were 4,948,937 shares of Common Stock, par value $0.0001 per share, of the registrant issued and outstanding.

NEWBURY STREET ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2024

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023 (Audited)	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2024 and 2023	2
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	35
Item 4.	Controls and Procedures.	35
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	37
Item 1A.	Risk Factors.	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	37
Item 3.	Defaults Upon Senior Securities.	38
Item 4.	Mine Safety Disclosures.	38
Item 5.	Other Information.	38
Item 6.	Exhibits.	39
SIGNATURES		40

i

Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

● “2021 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 31, 2022;

● “2022 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 31, 2023;

● “2023 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on June 5, 2024;

● “2024 SPAC Rules” are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024;

● “Administrative Support Agreement” are to the Administrative Support Agreement, dated March 22, 2021, which we entered into with our Sponsor (as defined below);

● “Amended and Restated Charter” are to our Amended and Restated Certificate of Incorporation, as amended and currently in effect;

● “ASC” are to the FASB (as defined below) Accounting Standards Codification;

● “ASU” are to the FASB Accounting Standards Update;

● “Board of Directors” or “Board” are to our board of directors;

● “Business Combination” are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

● “Combination Period” are to the 42-month period, from the closing of the Initial Public Offering (as defined below) to September 25, 2024 (or such earlier date as determined by the Board), as extended following approval of the Third Extension Amendment Proposal (as defined below) at the Third Special Meeting (as defined below), that we have to consummate an initial Business Combination;

● “Common Stock” are to our common stock, par value $0.0001 per share;

● “Company,” “our,” “we,” or “us” are to Newbury Street Acquisition Corporation, a Delaware corporation;

● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below);

● “DGCL” are to the Delaware General Corporation Law;

● “EBC” are to EarlyBirdCapital, Inc., representative of the underwriters for our Initial Public Offering;

● “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

● “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

● “FASB” are to the Financial Accounting Standards Board;

● “FINRA” are to the Financial Industry Regulatory Authority;

● “First Extension Amendment Proposal” are to the proposal approved by our stockholders at the First Special Meeting (as defined below) to extend the time by which we had to consummate a Business Combination from March 25, 2023 to September 25, 2023;

● “First Merger Agreement Amendment” are to the amendment to the Infinite Reality Merger Agreement (as defined below) entered into by the Infinite Reality Merger Agreement Amendment Parties (as defined below) on May 15, 2023;

● “First Special Meeting” are to our special meeting of stockholders held on March 21, 2023;

● “First Special Meeting Redemptions” are to the 7,744,085 Public Shares held by Public Stockholders (as defined below) that properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.17 per share in connection with the approval of the First Extension Amendment Proposal;

● “Founder Shares” are to the shares of Common Stock initially purchased by our Sponsor prior to the Initial Public Offering (for the avoidance of doubt, such shares of Common Stock are not “Public Shares” (as defined below));

● “GAAP” are to the accounting principles generally accepted in the United States of America;

● “Infinite Reality” are to Infinite Reality, Inc., a Delaware corporation;

● “Infinite Reality Business Combination” are to the proposed Business Combination between us and Infinite Reality, including all of the transactions contemplated by the Infinite Reality Merger Agreement;

● “Infinite Reality Merger Agreement” are to the Agreement and Plan of Merger, dated December 12, 2022, which we entered into with Infinite Reality, Pubco (as defined below) and the Merger Subs (as defined below), as amended by the

ii

First Merger Agreement Amendment, Second Merger Agreement Amendment (as defined below) and Third Merger Agreement Amendment (as defined below);

● “Infinite Reality Merger Agreement Parties” are to our Company, Infinite Reality, Pubco and the Merger Subs, which are the parties to the Infinite Reality Merger Agreement;

● “Infinite Reality Merger” are to the merger between the Infinite Reality Merger Sub and Infinite Reality, where Infinite Reality will be the surviving entity under the Infinite Reality Merger Agreement;

● “Infinite Reality Merger Sub” are to Infinity NBIR Company Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco in connection with the Infinite Reality Merger Agreement;

● “Infinite Reality Registration Statement” are to the Registration Statement on Form S-4, which will include a proxy statement/prospectus of our Company, to be filed by Pubco with the SEC in connection with the Infinite Reality Business Combination;

● “Initial Contribution” are to the contribution by the Sponsor or its designees to us of (i) the lesser of (x) an aggregate of $600,000 or (y) $0.04 for each Public Share that was not redeemed in connection with the First Special Meeting Redemptions;

● “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on March 25, 2021;

● “Initial Stockholders” are to holders of our Common Stock prior to our Initial Public Offering (excluding the holders of the Representative Shares (as defined below));

● “Investment Company Act” are to the Investment Company Act of 1940, as amended;

● “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on November 23, 2020;

● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on February 1, 2021, as amended, and declared effective on March 22, 2021 (File No. 333-252602);

● “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

● “Management” or our “Management Team” are to our executive officers and directors;

● “Merger Subs” are to the Purchaser Merger Sub (as defined below) and the Infinite Reality Merger Sub;

● “Mergers” are to the Purchaser Merger (as defined below) and the Infinite Reality Merger;

● “Monthly Extension Fees” are to the monthly fees Infinite Reality has agreed to pay into our Trust Account until the completion of the Mergers, in connection with the approvals of the Second Extension Amendment Proposal (as defined below) and Third Extension Amendment Proposal, pursuant to the Second Merger Agreement Amendment and the Third Merger Agreement Amendment;

● “Nasdaq” are to the Nasdaq Stock Market LLC;

● “Panel” are to an independent Hearings Panel of Nasdaq, before which we submitted a timely request for a hearing, which was held on May 23, 2024 and from which a decision was issued on June 12, 2024;

● “Private Placement” are to the private placement of Private Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

● “Private Units” are to the units issued to our Sponsor and EBC in the Private Placement;

● “Private Warrants” are to the warrants included within the Private Units purchased by our Sponsor and EBC in the Private Placement;

● “Pubco” are to Infinite Reality Holdings, Inc., a Delaware corporation and our direct wholly-owned subsidiary;

● “Public Shares” are to the shares of Common Stock sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

● “Public Stockholders” are to the holders of our Public Shares, including our Initial Stockholders and Management Team to the extent our Initial Stockholders and/or the members of our Management Team purchase Public Shares, provided that each Initial Stockholder’s and member of our Management Team’s status as a “Public Stockholder” will only exist with respect to such Public Shares;

● “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

● “Purchaser Merger” are to the merger between us and the Purchaser Merger Sub, where we will be the surviving entity under the Infinite Reality Merger Agreement;

● “Purchaser Merger Sub” are to Infinity Purchaser Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Pubco;

iii

● “Registration Rights Agreement” are to the Registration Rights Agreement, dated March 22, 2021, which we entered into with the Sponsor and EBC;

● “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024;

● “Representative Shares” are to the 200,000 shares of our Common Stock issued to EBC and/or its designees at the closing of our Initial Public Offering;

● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

● “SEC” are to the U.S. Securities and Exchange Commission;

● “Second Merger Agreement Amendment” are to the second amendment to the Infinite Reality Merger Agreement entered into by the Infinite Reality Merger Agreement Amendment Parties on July 21, 2023;

● “Second Extension Amendment Proposal” are to the proposal approved by our stockholders at the Second Special Meeting (as defined below) to extend the time by which we had to consummate a Business Combination from September 25, 2023 to March 25, 2024;

● “Second Special Meeting” are to our special meeting of stockholders held on September 22, 2023;

● “Second Special Meeting Redemptions” are to the 3,060,282 Public Shares held by Public Stockholders that properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.46 per share in connection with the approval of the Second Extension Amendment Proposal;

● “Securities Act” are to the Securities Act of 1933, as amended;

● “SPACs” are to special purpose acquisition companies;

● “Sponsor” are to Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company;

● “Third Merger Agreement Amendment” are to the third amendment to the Infinite Reality Merger Agreement entered into by the Infinite Reality Merger Agreement Amendment Parties on February 26, 2024;

● “Third Extension Amendment Proposal” are to the proposal approved by our stockholders at the Third Special Meeting to extend the time by which we had to consummate a Business Combination from March 25, 2024 to September 25, 2024;

● “Third Special Meeting” are to our special meeting of stockholders held on March 20, 2024;

● “Third Special Meeting Redemptions” are to the 908,496 Public Shares held by Public Stockholders that properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.75 per share in connection with the approval of the Third Extension Amendment Proposal;

● “Trust Account” are to the U.S.-based trust account in which an amount of $128,439,370 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units in the Private Placement was placed following the closing of the Initial Public Offering;

● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

● “Warrant Agreement” are to the Warrant Agreement, dated as of March 22, 2021, which we entered into with Continental, as warrant agent;

● “Warrants” are to the Private Warrants and the Public Warrants, together;

● “WCL Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $2.1 million issued to the Sponsor initially on May 3, 2022, which was amended and restated in its entirety on March 15, 2023 and further amended and restated on March 22, 2023; and

● “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us.

iv

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NEWBURY STREET ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

	March 31,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Current Assets
Cash	$	955,735	$	956,202
Prepaid expenses		25,750		—
Franchise tax receivable		—		4,451
Extension fees receivable		33,932		—
Total Current Assets		1,015,417		960,653
Cash held in Trust Account		21,949,846		21,581,375
Total Assets	$	22,965,263	$	22,542,028
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	2,937,674	$	2,741,134
Excise duty payable		1,203,953		1,106,282
Income tax payable		742,849		684,614
Franchise tax payable		2,399		—
Related party payable		10,480		10,480
Promissory note - related party		1,139,480		1,019,130
Extension loan		700,000		700,000
Stockholders redemption liability		9,767,144		—
Derivative warrant liabilities		8,138		14,241
Total Current Liabilities		16,512,117		6,275,881
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption; 1,131,074 shares as of March 31, 2024, and 2,039,570 shares as of December 31, 2023, respectively, at redemption value		12,377,639		21,847,515
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,817,863 shares issued and outstanding, excluding 1,131,074 shares as of March 31, 2024, and 2,039,570 shares as of December 31, 2023, respectively, subject to possible redemption		382		382
Additional paid-in capital		—		—
Accumulated deficit		(5,924,875)		(5,581,750)
Total Stockholders’ Deficit		(5,924,493)		(5,581,368)
Total Liabilities and Stockholders’ Deficit	$	22,965,263	$	22,542,028

The accompanying notes are an integral part of the unaudited condensed financial statements.

1

NEWBURY STREET ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	Three Months		Three Months
	Ended		Ended
	March 31, 2024		March 31, 2023
Formation and operating costs	$	291,607	$	575,661
Franchise tax expense		46,900		50,000
Loss from operations		(338,507)		(625,661)
Other income:
Change in fair value of derivative warrant liabilities		6,103		5,106
Dividend income		204,564		1,378,730
(Loss) profit before provision for income taxes		(127,840)		758,175
Income tax expense		(58,235)		(363,369)
Net (loss) profit	$	(186,075)	$	394,806
Weighted average shares outstanding, basic and diluted, redeemable Common Stock		1,919,768		11,983,483
Basic and diluted net (loss) profit per share, redeemable Common Stock	$	(0.03)	$	0.02
Weighted average shares outstanding, basic and diluted, non-redeemable Common Stock		3,817,863		3,817,863
Basic and diluted net (loss) profit per share, non-redeemable Common Stock	$	(0.03)	$	0.02

The accompanying notes are an integral part of the unaudited condensed financial statements.

2

NEWBURY STREET ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Three Months Ended March 31, 2024
				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2024	3,817,863	$	382	$	—	$	(5,581,750)	$	(5,581,368)
Accretion for Common Stock to redemption amount	—		—		(203,957)		(59,379)		(263,336)
Extension fees receivable	—		—		(33,932)		—		(33,932)
Excise Tax in connection with redemption of redeemable shares	—		—		—		(97,671)		(97,671)
Net loss	—		—		—		(186,075)		(186,075)
Monthly Extension Fee Provided by Infinite Reality	—		—		237,889		—		237,889
Balance – March 31, 2024	3,817,863		382		—		(5,924,875)		(5,924,493)

	Three Months Ended March 31, 2023
				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	3,817,863	$	382	$	—	$	(2,511,152)	$	(2,510,770)
Accretion for Common Stock to redemption amount	—		—		—		(1,105,575)		(1,105,575)
Excise Tax in connection with redemption of redeemable shares	—		—		—		(787,706)		(787,706)
Net profit	—		—		—		394,806		394,806
Balance - March 31, 2023	3,817,863	$	382	$	—	$	(4,009,627)	$	(4,009,245)

The accompanying notes are an integral part of the unaudited condensed financial statements.

3

NEWBURY STREET ACQUISITION CORPORATION

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	Three Months Ended		Three Months Ended
	March 31, 2024		March 31, 2023
Cash Flows from Operating Activities:
Net (loss) profit	$	(186,075)	$	394,806
Adjustments to reconcile net (loss) profit to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(6,103)		(5,106)
Dividend income		(204,564)		(1,378,730)
Changes in operating assets and liabilities:
Prepaid expenses		(25,750)		47,626
Accrued expenses		196,540		394,817
Income tax payable		58,235		363,369
Franchise tax payable		6,850		4,133
Net cash used in operating activities		(160,867)		(179,085)
Cash Flows from Investing Activities:
Deposit into Trust Account for extension		(203,957)		—
Transfer from Trust Account		40,050		459,786
Extension loan		—		(600,000)
Net cash used in investing activities		(163,907)		(140,214)
Cash Flows from Financing Activities:
Proceeds from promissory note – related party		120,350		70,000
Proceeds from extension loan		—		600,000
Proceeds from Infinite Reality for extension		203,957		—
Net cash provided by financing activities		324,307		670,000
Net Change in Cash		(467)		350,701
Cash - Beginning of period		956,202		83,643
Cash - End of period	$	955,735	$	434,344
Supplemental Cash Flow Information:
Cash paid for taxes		40,050		—
Non-Cash Investing and Financing Activities:
Accretion for Common Stock to redemption amount	$	263,336	$	1,105,575
Extension fees receivable	$	33,932	$	—
Excise Tax payable	$	97,671	$	787,706

The accompanying notes are an integral part of the unaudited condensed financial statements.

4

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS

Newbury Street Acquisition Corporation was incorporated in Delaware on November 6, 2020. The Company is a blank check formed for the purpose of entering into a Business Combination with one or more businesses.

While the Company may pursue a Business Combination target in any business or industry, the Company has focused its search on a technology business in the consumer internet or media space, including sports and entertainment verticals. In particular, the Company is focused on disruptive, high growth companies with a global ambition that take advantage of: (a) the rise of new consumer behaviors driven by the internet or new technologies, or (b) paradigm shifts in media, sports and entertainment that give rise to disruptive new entrants here to stay for the coming decades. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2024, the Company had no operating activity. During the period from January 15, 2021 (commencement of operations) to March 31, 2024, the Company’s activity related to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, the search for and consummation of a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income or dividend income derived from the funds deposited in Trust Account. The Company has selected December 31 as its fiscal year end.

Management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are being applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more operating businesses or assets that together have an aggregate fair market value equal to at least 80% of the net assets held in the Trust Account, excluding taxes payable on the income earned on the Trust Account at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target business or assets sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.76 as of March 31, 2024 before taxes paid or payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Warrants. The Public Shares subject to redemption are recorded at redemption value and are classified as temporary equity upon the completion of the Initial Public Offering in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Charter, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

5

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Infinite Reality Merger Agreement

On December 12, 2022, the Company entered into the Infinite Reality Merger Agreement with Pubco, the Merger Subs, consisting of Purchaser Merger Sub and Infinite Reality Merger Sub, and Infinite Reality.

The Infinite Reality Merger Agreement Parties entered into the (i) First Merger Agreement Amendment on May 15, 2023, (ii) Second Merger Agreement Amendment on July 21, 2023 and (iii) Third Merger Agreement Amendment on February 26, 2024.

Pursuant to the terms of the Infinite Reality Merger Agreement, (i) under the Purchaser Merger, the Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity, (ii) under the Infinite Reality Merger, the Infinite Reality Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity and (iii) following the Mergers, the Company and Infinite Reality will become direct wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company.

6

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Infinite Reality Merger Agreement (Continued)

On February 26, 2024, the Infinite Reality Merger Agreement Parties entered into the Third Merger Agreement Amendment to provide for, among other things, (i) the addition of a new Section 6.25 providing for the delivery by Infinite Reality of certain deliverables by the deadlines set forth therein, (ii) the addition of a new Section 8.1(j) granting the Company the right to terminate the Infinite Reality Merger Agreement if Infinite Reality breaches Section 6.25 or fails to meet any of the deadlines set forth therein, (iii) the amendment of Section 8.2(d) providing for the payment by Infinite Reality to the Company of certain reimbursement fees in the event of a termination pursuant to Section 8.1(j), and (iv) an amendment to the definition of “Monthly Extension Fee.”

Extensions of the Combination Period

The Company initially had up to 24 months from the closing of the Initial Public Offering, or until March 25, 2023, to complete a Business Combination, which was extended to (i) September 25, 2023 at the First Special Meeting upon approval by the stockholders of the First Extension Amendment Proposal, (ii) March 25, 2024 at the Second Special Meeting upon approval by the stockholders of the Second Extension Amendment Proposal and (iii) September 25, 2024 at the Third Special Meeting upon approval by the stockholders of the Third Extension Amendment Proposal.

In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 7,744,085 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $78.77 million. Following the First Special Meeting Redemptions, the Company had 8,917,715 shares of Common Stock issued and outstanding.

In connection with the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 3,060,282 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of approximately $32.00 million. Following the Second Special Meeting Redemptions, the Company had 5,857,433 shares of Common Stock issued and outstanding.

In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 908,496 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.75 per share, for an aggregate redemption amount of approximately $9.77 million, which was held in the Trust Account as of the balance sheet date. Payment to such Public Stockholders was made on April 1, 2024. Following the Third Special Meeting Redemptions, the Company had 4,948,937 shares of Common Stock issued and outstanding.

As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, the Company had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions.

In connection with the approval of the First Extension Amendment Proposal, the Sponsor or its designees agreed to contribute to the Company, under the WCL Promissory Note, (i) the Initial Contribution, plus, (ii) an aggregate of $200,000 per month (commencing on June 23, 2023 and on the 23rd day of each subsequent month) until September 25, 2023, or portion thereof, that was needed to complete an initial Business Combination, which amount was to be deposited into the Trust Account.

On March 24, 2023, the Sponsor made the Initial Contribution of $600,000, which was deposited into the Trust Account. On June 26, 2023, $200,000 was deposited into the Trust Account, which was comprised of a $100,000 payment from the Sponsor and a $100,000 payment from Infinite Reality. The remaining Monthly Extension Fees in connection with the approval of the First Extension Amendment Proposal were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment.

7

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Extensions of the Combination Period (Continued)

In connection with the approval of the Second Extension Amendment Proposal, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.025 for each Public Share that was not redeemed in the Second Special Meeting Redemptions, or $50,989.25 (commencing on September 23, 2023 and on the 23rd day of each subsequent month) until March 25, 2024, or portion thereof, that was needed to complete an initial Business Combination. The remaining Monthly Extension Fees in connection with the approval of the Second Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment. Funds in connection with Monthly Extension Fees scheduled for November 2023 and December 2023, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on January 30, 2024.

In connection with the approval of the Third Extension Amendment Proposal, and pursuant to the Third Merger Agreement Amendment, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.03 for each Public Share that was not redeemed in the Third Special Meeting Redemptions, or $33,932.22 (commencing on March 23, 2024 and on the 23rd day of each subsequent month) until September 25, 2024, or portion thereof, that is needed to complete an initial Business Combination. As of the balance sheet date, the Company had a receivable of $33,932.22 in connection with the outstanding the March 2024 Monthly Extension Fees. Funds in connection with the Monthly Extension Fees scheduled for March 2024, April 2024 and May 2024, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on June 20, 2024. No Monthly Extension Fees was outstanding as of the filing date.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $0.10 million of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law.

As of the date of the accompanying unaudited condensed financial statements, the Company does not plan to seek to further extend the Combination Period. The Sponsor may also explore transactions under which it would sell its interest in the Company to another management team.

Nasdaq Notice

On March 26, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule IM-5101-2, which requires that a SPAC complete one or more Business Combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the IPO Registration Statement became effective on March 22, 2021, it was required to complete an initial Business Combination by no later than March 22, 2024. Nasdaq Listing Rule IM-5101-2 also provides that failure to comply with this requirement will result in the Nasdaq staff issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities.

The Nasdaq staff advised the Company that its securities would be subject to delisting unless the Company timely requests a hearing before the Panel. The Nasdaq notice does not impact the Company’s obligation to file periodic reports with the SEC under applicable federal securities laws.

8

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OPERATIONS (Continued)

Liquidity and Going Concern

In connection with the vote to approve the First Extension Amendment Proposal, approximately $78.77 million was removed from the Trust Account on April 3, 2023, due to the redemption of an aggregate of 7,744,085 Public Shares held by Public Stockholders, at a redemption price of approximately $10.17 per share. Also, in connection with the vote to approve the Second Extension Amendment Proposal, approximately $32.00 million was removed from the Trust Account on October 18, 2023, due to the redemption of an aggregate of 3,060,282 Public Shares held by Public Stockholders, at a redemption price of approximately $10.46 per share. As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, the Company had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions.

Since the completion of the Initial Public Offering and through March 31, 2024, the Company withdrew $1.9 million from the Trust Account to pay liabilities related to the income and Delaware franchise taxes. Through March 31, 2024, the Company remitted $1.0 million to the respective tax authorities. As of March 31, 2024, the Company had approximately $1.0 million in its operating bank account (inclusive of $0.9 million overdrawn from the Trust Account, held for the settlement of tax obligations), approximately $21.95 million of cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith and a working capital deficiency of approximately $15.5 million.

Until the consummation of a Business Combination, the Company has used and will continue to use the funds not held in the Trust Account performing due diligence on prospective target businesses, including for the Infinite Reality Business Combination, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company Working Capital Loans, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs (see Note 5). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through September 25, 2024, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. The accompanying unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

9

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company did not have any cash equivalents, outside of funds held in the Trust Account.

As of March 31, 2024 and December 31, 2023, the Company had cash of approximately $1.0 million (inclusive of $0.9 million overdrawn from the Trust Account, held for the settlement of tax obligations).

10

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Held in Trust Account

At March 31, 2024 and December 31, 2023, the Company had approximately $21.95 million and $21.58 million, respectively, of assets held in the Trust Account in an interest-bearing demand deposit account at a bank.

On April 3, 2023, in connection with the vote to approve the First Extension Amendment Proposal, approximately $78.77 million was removed from the Trust Account on April 3, 2023, due to the redemption of an aggregate of 7,744,085 Public Shares held by Public Stockholders, at a redemption price of approximately $10.17 per share.

On April 11, 2023, the Company liquidated the funds held in the Trust Account and instead holds the funds in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of the Business Combination or the Company’s liquidation.

On June 26, 2023, a Monthly Extension Fee of $0.2 million was deposited into the Trust Account, which was comprised of a $0.1 million payment from the Sponsor and a $0.1 million payment from Infinite Reality.

On July 21, 2023 and August 28, 2023, pursuant to the Second Merger Agreement Amendment, Infinite Reality deposited a Monthly Extension Fee of $0.2 million, in each case, directly into the Trust Account on behalf of the Company. On October 10, 2023, an aggregate of approximately $0.05 million was deposited into the Trust Account, as the Monthly Extension Fee, in connection with the vote to approve the Second Extension Amendment Proposal.

On October 18, 2023, also in connection with the vote to approve the Second Extension Amendment Proposal, approximately $32.00 million was removed from the Trust Account , due to the redemption of an aggregate of 3,060,282 Public Shares held by Public Stockholders, at a redemption price of approximately $10.46 per share.

On November 27, 2023, pursuant to the Second Merger Amendment, Infinite Reality deposited a Monthly Extension Fee of approximately $0.05 million, directly into the Trust Account on behalf of the Company. Through the quarter ended March 31, 2024, Infinite Reality deposited an additional $0.2 million, bringing the balance of the Monthly Extension Fees to approximately $1.5 million as of the balance sheet date.

Any Monthly Extension Fee deposited into the Trust Account by Infinite Reality or the Sponsor is non-reimbursable by the Company or the Sponsor.

Common Stock Subject to Possible Redemption

All of the 12,843,937 shares of Common Stock sold as part of the Units in the Initial Public Offering contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Business Combination. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in FASB ASC Subtopic 480-10-S99, “SEC Materials,” redemption provisions not solely within the control of the Company require Common Stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Common Stock are affected by charges against additional paid-in capital and accumulated deficit.

11

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Common Stock Subject to Possible Redemption (Continued)

As of March 31, 2024 and December 31, 2023, the shares of Common Stock subject to possible redemption and included as temporary equity were as follows:

	As of		As of
	March 31, 2024		December 31, 2023
Balance brought forward	$	21,847,515	$	129,951,121
Plus:
Accretion of carrying value to redemption value		263,336		2,663,663
Extension fees receivable		33,932		—
Stockholders’ redemptions		(9,767,144)		(110,767,269)
Contingently redeemable Common Stock	$	12,377,639	$	21,847,515

Offering Costs

The Company complies with the requirements of FASB ASC Subtopic 340-10-S99-1, “Other Assets and Deferred Costs.” Offering costs are charged against the carrying value of Common Stock or stockholders’ deficit based on the relative value of the shares of Common Stock and the Warrants, to the proceeds received from the Units sold upon the completion of the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $3.00 million as a result of the Initial Public Offering, consisting of $2.57 million of cash underwriting discount and $0.43  million of other offering costs. As such, the Company recorded $2.90 million of offering costs as a reduction of temporary equity, $0.10 million of offering costs as a reduction of permanent equity and $454 of offering cost as reduction in the accompanying unaudited condensed statements of operations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance maximum coverage of $0.25 million. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

“Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

● Level 2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

● Level 3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

12

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivative Warrant Liabilities

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of March 31, 2024 and December 31, 2023, the carrying values of cash, prepaid expenses, accrued expenses, franchise tax payable and debt approximated their fair values due to the short-term nature of the instruments.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Subtopic 815-15, “Embedded Derivatives” (“ASC 815-15”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 203,440 Private Warrants are recognized as derivative liabilities in accordance with FASB ASC Subtopic 815-40 “Derivatives and Hedging − Contracts in Entity’s Own Equity” (“ASC 815-40”). Accordingly, the Company recognizes the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. The fair value of the Private Warrants was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Warrants have been estimated using a Monte Carlo simulation model each measurement date.

Net Profit (Loss) Per Share of Common Stock

The Company applies the two-class method in calculating earnings per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of Common Stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net (loss) profit per share of Common Stock is computed by dividing the pro rata net (loss) profit between the shares of Common Stock subject to redemption and the shares of Common Stock not subject to redemption by the weighted average number of shares of Common Stock outstanding for each of the periods. The calculation of diluted (loss) profit per share of Common Stock does not consider the effect of the Warrants issued in connection with the Initial Public Offering since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive. The Warrants are exercisable for 6,625,409 shares of Common Stock in the aggregate.

13

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net Profit (Loss) Per Share of Common Stock (Continued)

	Three Months Ended		Three Months Ended
	March 31, 2024		March 31, 2023
Common Stock subject to possible redemption
Numerator:
Net (loss) profit allocable to Common Stock subject to possible redemption	$	(62,259)	$	299,414
Denominator:
Weighted average shares outstanding, redeemable Common Stock		1,919,768		11,983,483
Basic and diluted net (loss) profit per share, redeemable Common Stock	$	(0.03)	$	0.02
Non-redeemable Common Stock
Numerator:
Net (loss) profit allocable to Common Stock subject to possible redemption	$	(123,816)	$	95,392
Denominator:
Weighted average shares outstanding, non-redeemable Common Stock		3,817,863		3,817,863
Basic and diluted net (loss) profit per share, non-redeemable Common Stock	$	(0.03)	$	0.02

Income Taxes

While FASB ASC Topic 740, “Income Tax”  (“ASC 740”) identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740- 270-25-3, which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2024.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the accompanying unaudited condensed financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recorded income tax expense of $0.06 million based on activities through March 31, 2024, primarily as a result of investment income, partially offset by deductible expenses. The Company’s year to date effective tax rate for the first quarter ended March 31, 2024 was (45.55)% compared to 47.93% in the year to date first quarter ended March 31, 2023. The 2024 year to date effective rate of (45.55)% differs from the statutory tax rate of 21% mainly due to permanent non-deductible M&A costs, state income taxes and change in the valuation allowance.

The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

14

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying unaudited condensed statement of operations. As of March 31, 2024, the Company does not have material uncertain tax positions. The Company recorded $0.02 million interest and penalty for underpayment of estimated taxes for prior years.

On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law. Among other changes to the tax code, the act imposes a 1% Excise Tax on certain repurchases of corporate stock by certain publicly traded corporations. The 1% stock buyback tax applies to redemptions by domestic corporations occurring in taxable years beginning after December 31, 2022. The stock buyback tax may be applicable to certain SPAC redemptions, including in connection with a SPAC’s Business Combination. For purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, a number of exceptions to the stock buyback tax are available including exceptions to certain reorganizations; however, while these exceptions may be helpful in limiting the application of the stock buyback tax in situations in which it was not intended to apply, more guidance will be necessary for taxpayers to analyze the potential application of these exceptions and whether they will be able to rely upon them.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension a vote by stockholders to extend the period of time to complete the Business Combination (the “Extension Vote”) or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination, Extension Vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. Treasury. In addition, because the Excise Tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. As of March 31, 2024, $1.20 million was incurred by the Company as Excise Tax expense in connection with the redemption of various shares of Common Stock previously held by Public Stockholders.

The Internal Revenue Service issued Notice 2023-3 (initial guidance regarding the application of the Excise Tax on repurchases of corporate stock). The notice defines stock redemptions per Internal Revenue Code Section 317(b) and also defines transactions considered to be economically similar to a repurchase, including certain acquisitive reorganizations, split-offs and certain overlap complete liquidations. Further, the notice defines transactions that are not economically similar, including complete liquidations and certain divisive transactions.

15

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU Topic 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and impacts of adoption of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

NOTE 3 ─ INITIAL PUBLIC OFFERING

On March 25, 2021, the Company closed on the sale of 12,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock and one-half of one Public Warrant. Each whole Public Warrant is exercisable to purchase one share of the Common Stock at an exercise price of $11.50 per share.

On March 30, 2021, the underwriters exercised the over-allotment option in part and purchased an additional 843,937 Units, generating gross proceeds of $8.44 million.

In connection with the Initial Public Offering, the Company granted the underwriters an option to purchase 1,800,000 shares of the Common Stock at the Initial Public Offering price, or $10.00 per share, for 45 days commencing on October 25, 2021 (grant date). Since this option extended beyond the closing of the Initial Public Offering, this option feature represented a call option that was accounted for under ASC 480. Accordingly, the call option has been separately accounted for at a fair value with the change in fair value between the grant date and March 30, 2021 and expiration amount recorded as other income. The Company used the Black-Scholes valuation model to determine the fair value of the call option at the grant date and again at March 30, 2021 (see Note 10 for fair value information).

NOTE 4 ─ PRIVATE UNITS

Concurrently with the closing of the Initial Public Offering, the Sponsor and the underwriters of the Initial Public Offering purchased an aggregate of 390,000 Private Units generating gross proceeds of $3.90 million in aggregate in the Private Placement. Each Private Unit consists of one share of Common Stock and one-half of one Private Warrant. Each whole Private Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per full share, subject to adjustment (see Note 8).

As a result of the underwriters’ election to partially exercise their over-allotment option on March 30, 2021, the Sponsor and the underwriters and its designees purchased an additional 16,879 Private Units, at a purchase price of $10.00 per Private Unit.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

16

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 5 – RELATED PARTY TRANSACTIONS

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company Working Capital Loans as may be required. Each Working Capital Loan would be evidenced by promissory note. Such promissory notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1.50 million of such promissory notes may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On May 3, 2022, the Company issued the WCL Promissory Note to the Sponsor in the principal amount of $0.4 million. On August 30, 2022, September 6, 2022 and September 21, 2022, there were additional drawdowns of approximately $0.04 million, $0.11 million and $0.02 million, respectively. The Company must make drawdown requests in amounts no less than $10,000 pursuant to the WCL Promissory Note.

On March 15, 2023, the Company amended and restated the WCL Promissory Note in its entirety to (i) increase the principal amount thereunder from $0.4 million to $0.9 million and (ii) remove the right of the holder of the WCL Promissory Note to convert all or any portion of the unpaid principal balance of the WCL Promissory Note into the units and related registration rights for such units (including underlying securities). As amended, the WCL Promissory Note is non-interest bearing and is payable on the earlier of (i) the date on which the Company consummates an initial Business Combination or (ii) the date that the Company’s winding up is effective.

On March 22, 2023, the Company amended and restated the WCL Promissory Note to increase the principal amount from up to $0.9 million to up to $2.1 million, pursuant to which the Sponsor agreed to loan to the Company up to $2.1 million.

In February 2023, $70,000 was drawn down under the WCL Promissory Note. In April 2023, $49,140 was drawn down under the WCL Promissory Note. In May 2023, an additional aggregate of $221,449 was drawn down under the WCL Promissory Note. In June 2023, an additional aggregate of $83,500 was drawn down, and an aggregate of $102,665 was refunded, under the WCL Promissory Note. In July 2023, $55,221 was drawn down under the WCL Promissory Note. In August 2023, an additional aggregate of $61,616 was drawn down under the WCL Promissory Note. In September 2023, an additional aggregate of $88,430 was drawn down under the WCL Promissory Note. In October 2023, $3,000 was drawn down under the WCL Promissory Note. In November 2023, an additional aggregate of $97,536 was drawn down, and an aggregate of $8,000 was refunded, under the WCL Promissory Note.

During the quarter ended March 31, 2024, an aggregate amount of $ 0.12 million was drawn down under the WCL Promissory Note.

At March 31, 2024 and December 31, 2023, approximately $1.14 million and $1.02 million were outstanding under the WCL Promissory Note, respectively.

17

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 5 – RELATED PARTY TRANSACTIONS (Continued)

Extensions Loan and Contribution

In connection with the approval of the First Extension Amendment Proposal, the Sponsor or its designees agreed to contribute to the Company, under the WCL Promissory Note, (i) the Initial Contribution, plus, (ii) an aggregate of $200,000 per month (commencing on June 23, 2023 and on the 23rd day of each subsequent month) until September 25, 2023, or portion thereof, that was needed to complete an initial Business Combination, which amount was to be deposited into the Trust Account.

On March 24, 2023, the Sponsor made the Initial Contribution of $600,000, which was deposited into the Trust Account. On June 26, 2023, $200,000 was deposited into the Trust Account, which was comprised of a $100,000 payment from the Sponsor, bringing the balance under the WCL Promissory Note to $0.7 million, and a $100,000 payment from Infinite Reality. The remaining Monthly Extension Fees in connection with the approval of the First Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment.

In connection with the approval of the Second Extension Amendment Proposal, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.025 for each Public Share that was not redeemed in the Second Special Meeting Redemptions, or $50,989.25 (commencing on September 23, 2023 and on the 23rd day of each subsequent month) until March 25, 2024, or portion thereof, that was needed to complete an initial Business Combination. The remaining Monthly Extension Fees in connection with the approval of the Second Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment.

In connection with the approval of the Third Extension Amendment Proposal, and pursuant to the Third Merger Agreement Amendment, Infinite Reality agreed to contribute the Monthly Extension Fee to the Company, which amounted to $0.03 for each Public Share that was not redeemed in the Third Special Meeting Redemptions, or $33,932.22 (commencing on March 23, 2024 and on the 23rd day of each subsequent month) until September 25, 2024, or portion thereof, that is needed to complete an initial Business Combination. Monthly Extension Fee payments received from Infinite Reality have been treated as equity contribution.

Related Party Payable

As of March 31, 2024 and December 31, 2023, respectively, an amount of $10,480 was payable to the Sponsor, in connection with the filing of a tax return.

Administrative Support Agreement

The Company has agreed to pay the Sponsor a total of up to $0.01 million per month from the effective date of the IPO Registration Statement for office space, utilities and secretarial and administrative support, pursuant to the Administrative Support Agreement. Services will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the three months ended March 31, 2024, the Company incurred and accrued $0.03 million for these services. For the three months ended March 31, 2023, the Company incurred and paid $0.03 million for these services. These amounts are included in the operating costs on the accompanying unaudited condensed statements of operations.

18

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to the Registration Rights Agreement, the holders of (i) the Founder Shares, (ii) the Representative Shares, (iii) the Private Units (and all underlying securities) and (iv) any units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans made to the Company (or all underlying securities) can elect to exercise these registration rights at any time after the Company consummate a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement.

The Registration Rights Agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters of the Initial Public Offering a 45-day option from the date of Initial Public Offering to purchase up to 1,800,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $2.40 million in the aggregate, paid at the closing of the Initial Public Offering.

On March 30, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 843,937 Units at $10.00 per Unit.

In connection with the underwriters’ partial exercise of the over-allotment option on March 30, 2021, the underwriters incurred an additional cash underwriting fee of approximately $0.17 million.

19

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 6 – COMMITMENTS AND CONTINGENCIES (Continued)

Business Combination Marketing Agreement

The Company engaged EBC as an advisor in connection with the Business Combination to (i) assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, (ii) introduce the Company to potential investors that are interested in purchasing its securities in connection with its initial Business Combination, (iii) assist the Company in obtaining stockholder approval for the Business Combination and (iv) assist the Company with its press releases and public filings in connection with the Business Combination.

The Company will pay EBC a cash fee of up to $4.2 million for such services only upon the consummation of the initial Business Combination (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at its sole discretion to other FINRA members that assist it in identifying or consummating an initial Business Combination.

Additionally, the Company will pay EBC a cash fee equal to 1.0% of the total consideration payable in a Business Combination if EBC introduces the Company to the target business with which the Company completes a Business Combination; provided that the foregoing fee will not be paid prior to the date that is 90 days from the effective date of the Initial Public Offering, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110(c)(3)(B)(ii).

NOTE 7 ─ STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Common Stock

The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share. On January 15, 2021, the Company issued 4,562,500 shares of Common Stock to the Sponsor and the underwriters and its designees. On March 22, 2021, the Sponsor and the underwriters effected a surrender of 862,500 and 50,000 shares of Common Stock to the Company, for no consideration. This resulted in a decrease in the total number of shares of Common Stock outstanding from 4,562,500 to 3,650,000. All shares and associated amounts have been retroactively restated to reflect the share surrender.

On March 30, 2021, as a result of the underwriters’ election to partially exercise the over-allotment option, an aggregate of 239,016 Founder Shares was forfeited. As of March 31, 2024 and December 31, 2023, there were 3,817,863 shares of Common Stock issued and outstanding, excluding 1,131,074 shares of Common Stock as of March 31, 2024, and 2,039,570 shares of Common Stock as of December 31, 2023, respectively, that are subject to possible redemption at the option of the holders, which accordingly are classified as temporary equity in the accompanying condensed balance sheets.

20

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 7 ─ STOCKHOLDERS’ DEFICIT (Continued)

Public Warrants

The Public Warrants will become exercisable at any time commencing 30 days after the completion of a Business Combination. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants (excluding the Private Warrants and any warrants underlying units issued upon conversion of the Working Capital Loans):

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● at any time after the warrants become exercisable;

● upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the reported last sale price of the shares of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

● if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the Public Warrants.

If the Company calls the Public Warrants for redemption, Management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the Warrant Agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

In addition, if (x) the Company issues additional Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities.

21

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 7 ─ STOCKHOLDERS’ DEFICIT (Continued)

Public Warrants (Continued)

If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Representative Shares

In January 2021, the Company issued to EBC and its designees, 250,000 Representative Shares.

On March 22, 2021, 50,000 Representative Shares were returned by EBC and its designees to the Company, for no consideration. This resulted in a decrease in the total number of Representative Shares outstanding from 250,000 to 200,000.

The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,449 based upon the price of the Founder Shares issued to the Sponsor.

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such Representative Shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and were therefore subject to a lock-up for a period of 180 days immediately following the effective date of the IPO Registration Statement pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities were not sold during the Initial Public Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of IPO Registration Statement, except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

NOTE 8 – DERIVATIVE WARRANTS LIABILITIES

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

22

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 9 – FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

● Level 1 - Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

● Level 2 - Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

● Level 3 - Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

The fair value of the Private Warrants was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Warrants have been estimated using a Monte Carlo simulation model each measurement date.

For the three months ended March 31, 2024 and for the three months ended March 31, 2023, the Company recognized a gain to the statements of operations resulting from a decrease in the fair value of liabilities of $6,103 and $5,106, respectively, presented as change in fair value of derivative warrant liabilities in the accompanying unaudited condensed statements of operations.

The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis at March 31, 2024, by level within the fair value hierarchy:

	Quoted Prices in	Significant Other	Significant Other
	Active Markets	Observable Inputs	Unobservable Inputs
Description	(Level 1)	(Level 2)	(Level 3)
Liabilities:
Derivative Warrant liabilities - Private	—	—	8,138
	—	—	8,138

At March 31, 2024, assets held in the Trust Account comprised of approximately $21.95 million in an interest-bearing demand deposit account.

23

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 9 – FAIR VALUE MEASUREMENTS (Continued)

The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023, by level within the fair value hierarchy:

	Quoted Prices in	Significant Other	Significant Other
	Active Markets	Observable Inputs	Unobservable Inputs
Description	(Level 1)	(Level 2)	(Level 3)
Liabilities:
Derivative Warrant liabilities - Private	—	—	14,241
	—	—	14,241

The estimated fair value of the Private Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Warrants based on implied volatility from the Public Warrants and from historical volatility of select peer common stock that matches the expected remaining life of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Warrants. The expected life of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:

			December 31,
	March 31, 2024		2023
Exercise price	11.50		11.50
Stock price	10.85		10.64
Volatility	9.4	%	10.1	%
Probability of completing a Business Combination	2.1	%	4.2	%
Term (in years)	5.42		5.25
Risk-free rate	4.1	%	3.8	%

The change in the fair value of the derivative warrant liabilities for the quarter ended March 31, 2024, is summarized as follows:

Derivative warrant liabilities at December 31, 2023	$	14,241
Change in fair value of derivative warrant liabilities		(6,103)
Derivative warrant liabilities at March 31, 2024	$	8,138

24

NEWBURY STREET ACQUISITION CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 10 – SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described herein, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

On April 1, 2024, $9.8 million was removed from the Trust Account in connection with the Third Special Meeting Redemptions.

On April 2, 2024, the Company timely requested a hearing before the Panel, which was held on May 23, 2024. The hearing request stayed any suspension or delisting action pending the completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

On April 24, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the SEC due to the late filing of the 2023 Annual Report. On May 23, 2024, the Company received an additional notice from the Listing Qualifications Department of Nasdaq indicating that, in addition to the 2023 Annual Report, its failure to timely file this Report with the SEC, in contravention of Nasdaq Listing Rule 5250(c)(1), could serve as an additional basis for delisting from Nasdaq. The Company addressed its plan to evidence compliance with Nasdaq Listing Rule 5250(c)(1) at the hearing before the Panel on May 23, 2024.

On June 5, 2024, the Company filed the delayed 2023 Annual Report.

On June 10, 2024, the Company received notice that the Panel had granted the Company’s request to continue its listing on Nasdaq through September 23, 2024. The Panel’s decision is subject to certain conditions, including that the Company will have completed the previously announced Infinite Reality Business Combination on or before September 23, 2024 and that the combined company will have demonstrated compliance with all applicable requirements for initial listing on Nasdaq.

In the event that the Company does not complete the Infinite Reality Business Combination by September 23, 2024 or fails to demonstrate compliance with the applicable listing rules, the Company’s securities would be subject to suspension from trading on Nasdaq. If the trading of the Company’s securities is suspended, the Company’s securities will cease to be quoted on Nasdaq and maybe traded on the over-the-counter market.

Funds in connection with the Monthly Extension Fees scheduled for March 2024, April 2024 and May 2024, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on June 20, 2024. No Monthly Extension Fees were outstanding as of the filing date.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.

Overview

We are a blank check company formed under the laws of the State of Delaware on November 6, 2020 for the purpose of effecting a Business Combination. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, our capital stock, debt or a combination of cash, stock and debt.

All activity through March 31, 2024, related to our formation, Initial Public Offering, and search for and consummation of an initial Business Combination.

On January 24, 2024, the SEC adopted the 2024 SPAC Rules. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

Infinite Reality Business Combination

On December 12, 2022, we entered into the Infinite Reality Merger Agreement with Pubco, the Merger Subs, consisting of Purchaser Merger Sub and Infinite Reality Merger Sub, and Infinite Reality.

The Infinite Reality Merger Agreement Parties entered into the (i) First Merger Agreement Amendment on May 15, 2023, (ii) Second Merger Agreement Amendment on July 21, 2023 and (iii) Third Merger Agreement Amendment on February 26, 2024.

Pursuant to the terms of the Infinite Reality Merger Agreement, (i) under the Purchaser Merger, the Purchaser Merger Sub will merge with and into our Company, with our Company continuing as the surviving entity, (ii) under the Infinite Reality Merger, the Infinite Reality Merger Sub will merge with and into Infinite Reality, with Infinite Reality continuing as the surviving entity and (iii) following the Mergers, our Company and Infinite Reality will become direct wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company.

On February 26, 2024, the Infinite Reality Merger Agreement Parties entered into the Third Merger Agreement Amendment to provide for, among other things, (i) the addition of a new Section 6.25 providing for the delivery by Infinite Reality of certain deliverables by the deadlines set forth therein, (ii) the addition of a new Section 8.1(j) granting us the right to terminate the Infinite Reality Merger Agreement if Infinite Reality breaches Section 6.25 or fails to meet any of the deadlines set forth therein, (iii) the

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amendment of Section 8.2(d) providing for the payment by Infinite Reality to us of certain reimbursement fees in the event of a termination pursuant to Section 8.1(j), and (iv) an amendment to the definition of “Monthly Extension Fee.”

For a full description of the Infinite Reality Merger Agreement and the proposed Infinite Reality Business Combination, please see “Item 1. Business” of the 2023 Annual Report.

Extensions of our Combination Period

We initially had up to 24 months from the closing of the Initial Public Offering, or until March 25, 2023, to complete a Business Combination, which was extended to (i) September 25, 2023 at the First Special Meeting upon approval by our stockholders of the First Extension Amendment Proposal, (ii) March 25, 2024 at the Second Special Meeting upon approval by our stockholders of the Second Extension Amendment Proposal and (iii) September 25, 2024 at the Third Special Meeting upon approval by our stockholders of the Third Extension Amendment Proposal.

In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 7,744,085 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $78.77 million. Following the First Special Meeting Redemptions, we had 8,917,715 shares of Common Stock issued and outstanding.

In connection with the vote to approve the Second Extension Amendment Proposal, Public Stockholders holding 3,060,282 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.46 per share, for an aggregate redemption amount of approximately $32.00 million. Following the Second Special Meeting Redemptions, we had 5,857,433 shares of Common Stock issued and outstanding.

On March 20, 2024, we held the Third Special Meeting and approved, the Third Extension Amendment Proposal, which extended the date by which we must consummate a Business Combination from March 25, 2024 to September 25, 2024 (or such earlier date as determined by the Board). In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 908,496 Public Shares exercised their right to redeem their Public Shares for a pro rata portion of the Trust Account. We paid cash in the aggregate amount of approximately $9.77 million, or approximately $10.75 per share to redeeming stockholders in the Third Special Meeting Redemptions, which was held in the Trust Account as of the balance sheet date of the financial statements included in this Report under “Item 1. Financial Statements”.

In connection with the approval of the Third Extension Amendment Proposal, and pursuant to the Third Merger Agreement Amendment, Infinite Reality agreed to contribute the Monthly Extension Fee to us, which amounted to $0.03 for each Public Share that was not redeemed in the Third Special Meeting Redemptions, or $33,932.22 (commencing on March 23, 2024 and on the 23rd day of each subsequent month) until September 25, 2024, or portion thereof, that is needed to complete an initial Business Combination.

Following the First Special Meeting Redemptions, the Second Special Meeting Redemptions and the Third Special Meeting Redemptions, we had approximately $12.16 million in the Trust Account.

Nasdaq Notice

On March 26, 2024, we received a notice from the Listing Qualifications Department of Nasdaq that we are not in compliance with the Nasdaq Listing Rule IM-5101-2, which requires that a SPAC complete one or more Business Combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the IPO Registration Statement became effective on March 22, 2021, we were required to complete an initial Business Combination by no later than March 22, 2024. Nasdaq Listing Rule IM-5101-2 also provides that failure to comply with this requirement will result in the Nasdaq staff issuing a Staff Delisting Determination under Rule 5810 to delist our securities.

The Nasdaq staff advised that our securities would be subject to delisting unless we timely request a hearing before the Panel. The Nasdaq notice does not impact our obligation to file periodic reports with the SEC under applicable federal securities laws.

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Recent Developments

On April 2, 2024, we timely requested a hearing before the Panel, which was held on May 23, 2024. The hearing request stayed any suspension or delisting action pending the completion of the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

On April 24, 2024, we received a letter from the Listing Qualifications Department of Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the SEC due to the late filing of the 2023 Annual Report. On May 23, 2024, we received an additional notice from the Listing Qualifications Department of Nasdaq indicating that, in addition to this Report, our failure to timely file this Report with the SEC, in contravention of Nasdaq Listing Rule 5250(c)(1), could serve as an additional basis for delisting from Nasdaq. We addressed our plan to evidence compliance with Nasdaq Listing Rule 5250(c)(1) at the hearing before the Panel on May 23, 2024.

On June 5, 2024, we filed the 2023 Annual Report.

On June 10, 2024, we received notice that the Panel had granted our request to continue our listing on Nasdaq through September 23, 2024. The Panel decision is subject to certain conditions, including that we will have completed the previously announced Infinite Reality Business Combination on or before September 23, 2024 and that the combined company will have demonstrated compliance with all applicable requirements for initial listing on Nasdaq.

In the event that we do not complete the Infinite Reality Business Combination by September 23, 2024, or fail to demonstrate compliance with the applicable listing rules, our securities would be subject to suspension from trading on Nasdaq. If the trading of our securities is suspended, our securities will cease to be quoted on Nasdaq and may be traded on the over-the-counter market.

Funds in connection with the Monthly Extension Fees scheduled for March 2024, April 2024 and May 2024, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on June 20, 2024. No Monthly Extension Fees were outstanding as of the filing date.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from commencement of operations through March 31, 2024, were organizational activities, the Initial Public Offering, and the search for a prospective Business Combination target and consummation of an initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income or dividend income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses for due diligence related to the search for potential target companies.

For the three months ended March 31, 2024, we had a net loss of approximately $0.19 million, which consisted of dividend income of approximately $0.20 million and franchise tax expense of $0.05 million, change in fair value of warrant liabilities of $6,103, income tax expense of $0.06 million and operating costs of approximately $0.29 million.

For the three months ended March 31, 2023, the Company had a net profit of approximately $0.39 million, which consisted of dividend income of approximately $1.38 million and change in fair value of warrant liabilities of approximately $5,106, offset by excise tax expense of approximately $0.79 million, franchise tax expense of approximately $0.05 million, income tax expense of approximately $0.36 million and operating costs of approximately $0.58 million.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

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Liquidity, Capital Resources and Going Concern

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Common Stock by the Sponsor and EBC and loans from the Sponsor under the IPO Promissory Note.

On March 25, 2021, we consummated the Initial Public Offering of 12,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $120.00 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 390,000 Private Units at a price of $10.00 per Private Unit in the Private Placement to the Sponsor and EBC, generating gross proceeds of $3.90 million. On March 30, 2021, the underwriters of the Initial Public Offering exercised the over-allotment option in part and purchased an additional 843,937 Units, generating gross proceeds of approximately $8.44 million. In connection with the underwriters’ partial exercise of the over-allotment option, we sold an additional 16,879 Private Units at a price of $10.00 per Private Unit in the Private Placement to the Sponsor and EBC, generating gross proceeds of approximately $0.17 million.

Following the Initial Public Offering and the Private Placement, a total of approximately $128.44 million was placed in the Trust Account.

We incurred approximately $3.00 million in transaction costs, including approximately $2.57 million of underwriting fees and approximately $0.43 million of other offering costs.

In connection with the vote to approve the First Extension Amendment Proposal, approximately $78.77 million was removed from the Trust Account on April 3, 2023, due to the redemption of an aggregate of 7,744,085 Public Shares held by Public Stockholders, at a redemption price of approximately $10.17 per share. Also, in connection with the vote to approve the Second Extension Amendment Proposal, approximately $32.00 million was removed from the Trust Account on October 18, 2023, due to the redemption of an aggregate of 3,060,282 Public Shares held by Public Stockholders, at a redemption price of approximately $10.46 per share. As of March 31, 2024, following the First Special Meeting Redemptions and the Second Special Meeting Redemptions, we had approximately $21.95 million in the Trust Account, including $9.77 million paid out on April 1, 2024, to redeeming Public Stockholders in the Third Special Meeting Redemptions (see the section entitled “Extensions of our Combination Period” above).

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing income earned on the Trust Account, to complete the Business Combination. To the extent that the capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2024 and December 31, 2023, we had cash of approximately $1.0 million outside of the Trust Account (inclusive of $0.9 million overdrawn from the Trust Account, held for the settlement of tax obligations). We use the funds held outside the Trust Account and any proceeds from borrowings primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination, including for the Infinite Reality Business Combination.

Since the completion of the Initial Public Offering and through March 31, 2024, we withdrew $1.9 million from the Trust Account to pay liabilities related to the income and Delaware franchise taxes. Through March 31, 2024, we remitted $1.0 million to the respective tax authorities. As of the balance sheet date, $1.0 million was held in our operating bank account (inclusive of $0.9 million overdrawn from the Trust Account, held for the settlement of tax obligations).

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we may repay such Working Capital Loans out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $1.50 million of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units.

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On May 3, 2022, we issued the WCL Promissory Note to the Sponsor in the principal amount of $0.4 million to the Sponsor. On August 30, 2022, September 6, 2022 and September 21, 2022, there were additional drawdowns of approximately $0.04 million, $0.11 million and $0.02 million, respectively. We must make drawdown requests in amounts no less than $10,000 pursuant to the WCL Promissory Note.

On March 15, 2023, we amended and restated the WCL Promissory Note in its entirety to (i) increase the principal amount thereunder from $0.4 million to $0.9 million and (ii) remove the right of the holder of the WCL Note to convert all or any portion of the unpaid principal balance of the WCL Promissory Note into the units and related registration rights for such units (including underlying securities). As amended, the WCL Promissory Note is non-interest bearing and is payable on the earlier of (i) the date on which we consummate an initial Business Combination or (ii) the date that our winding up is effective.

On March 22, 2023, we amended and restated the WCL Promissory Note to increase the principal amount from up to $0.9 million to up to $2.1 million, pursuant to which the Sponsor agreed to loan to us up to $2.1 million.

In February 2023, $70,000 was drawn down under the WCL Promissory Note. In April 2023, $49,140 was drawn down under the WCL Promissory Note. In May 2023, an additional aggregate of $221,449 was drawn down under the WCL Promissory Note. In June 2023, an additional aggregate of $83,500 was drawn down, and an aggregate of $102,665 was refunded, under the WCL Promissory Note. In July 2023, $55,221 was drawn down under the WCL Promissory Note. In August 2023, an additional aggregate of $61,616 was drawn down under the WCL Promissory Note. In September 2023, an additional aggregate of $88,430 was drawn down under the WCL Promissory Note. In October 2023, $3,000 was drawn down under the WCL Promissory Note. In November 2023, an additional aggregate of $97,536 was drawn down, and an aggregate of $8,000 was refunded, under the WCL Promissory Note.

During the quarter ended March 31, 2024, an aggregate amount of $0.12 million was drawn down under the WCL Promissory Note.

At March 31, 2024 and December 31, 2023, approximately $1.14 million and $1.02 million were outstanding under the WCL Promissory Note, respectively.

In connection with our assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, “Presentation of Financial Statements — Going Concern”, we have until September 25, 2024 to consummate a Business Combination. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of our Company. Although we intend to consummate a Business Combination on or before September 25, 2024, it is uncertain whether we will be able to consummate a Business Combination by this time. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, as well as the potential for is to have insufficient funds available to operate our business prior to a Business Combination, raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after September 25, 2024.

Trust Account Investment

On April 11, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at JPMorgan Chase, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

Initial Contribution and Monthly Extension Fees

In connection with the approval of the First Extension Amendment Proposal, the Sponsor or its designees agreed to contribute to us, under the WCL Promissory Note, (i) the Initial Contribution, plus, (ii) an aggregate of $200,000 per month (commencing on June 23, 2023 and on the 23rd day of each subsequent month) until September 25, 2023, or portion thereof, that was needed to complete an initial Business Combination, which amount was to be deposited into the Trust Account.

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On March 24, 2023, the Sponsor made the Initial Contribution of $600,000, which was deposited into the Trust Account. On June 26, 2023, $200,000 was deposited into the Trust Account, which was comprised of a $100,000 payment from the Sponsor, bringing the balance under the under the WCL Promissory Note to $0.7 million, and a $100,000 payment from Infinite Reality. The remaining Monthly Extension Fees in connection with the approval of the First Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment.

In connection with the approval of the Second Extension Amendment Proposal, Infinite Reality agreed to contribute the Monthly Extension Fee to us, which amounted to $0.025 for each Public Share that was not redeemed in the Second Special Meeting Redemptions, or $50,989.25 (commencing on September 23, 2023 and on the 23rd day of each subsequent month) until March 25, 2024, or portion thereof, that was needed to complete an initial Business Combination. The Monthly Extension Fees in connection with the approval of the Second Extension Amendment were paid by Infinite Reality pursuant to the Second Merger Agreement Amendment. Funds in connection with the Monthly Extension Fees scheduled for November 2023 and December 2023, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on January 30, 2024.

In connection with the approval of the Third Extension Amendment Proposal, and pursuant to the Third Merger Agreement Amendment, Infinite Reality agreed to contribute the Monthly Extension Fee to us, which amounted to $0.03 for each Public Share that was not redeemed in the Third Special Meeting Redemptions, or $33,932.22 (commencing on March 23, 2024 and on the 23rd day of each subsequent month) until September 25, 2024, or portion thereof, that is needed to complete an initial Business Combination. Monthly Extension Fee payments received from Infinite Reality have been treated as equity contribution. As of the balance sheet date, we had a receivable of $33,932.22 in connection with the outstanding March 2024 Monthly Extension Fees. Funds in connection with the Monthly Extension Fees scheduled for March 2024, April 2024 and May 2024, which amounted to an aggregate of $0.1 million, were deposited in the Trust Account on June 20, 2024. No Monthly Extension Fees were outstanding as of the filing date.

Off-Balance Sheet Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

Business Combination Marketing Agreement

We engaged EBC as an advisor in connection with our Business Combination to (i) assist us in holding meetings with our stockholders to discuss the potential Business Combination and the target business’ attributes, (ii) introduce us to potential investors that are interested in purchasing our securities in connection with our initial Business Combination, (iii) assist us in obtaining stockholder approval for the Business Combination and (iv) assist us with our press releases and public filings in connection with the Business Combination. We will pay EBC a cash fee of up to $4.2 million for such services upon the consummation of the initial Business Combination (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at our sole discretion to other FINRA members that assist us in identifying or consummating an initial Business Combination. We will also pay EBC a cash fee of up to 1% of the gross proceeds from the Initial Public Offering as a fee for introducing us to target companies for an initial Business Combination.

Registration Rights

Pursuant to the Registration Rights Agreement, the holders of the (i) Founder Shares, (ii) Representative Shares, (iii) Private Units (and underlying securities) and (iv) any units issued in payment of Working Capital Loans made to us (and underlying securities)

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are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that we register such securities.

The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a Business Combination. Notwithstanding anything to the contrary, EBC. may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement.

The Registration Rights Agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters of the Initial Public Offering a 45-day option from the date of the Initial Public Offering to purchase up to 1,800,000 additional Units to cover over-allotments, if any, at the public offering price less the underwriting discounts and commissions.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2.40 million in the aggregate, paid at the closing of the Initial Public Offering. On March 30, 2021, the underwriters partially exercised their over-allotment option to purchase an additional 843,937 Units at $10.00 per Unit. In connection with the underwriters’ partial exercise of the over-allotment option on March 30, 2021, the underwriters were paid an additional cash underwriting fee of approximately $0.17 million.

Administrative Support Agreement

We have agreed to pay the Sponsor a total of up to $0.01 million per month, from the effective date of the IPO Registration Statement, for office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement. Services will terminate upon the earlier of (i) the consummation of a Business Combination or (ii) our liquidation. For the three months ended March 31, 2024, we incurred and accrued $0.03 million for these services. For the three months March 31, 2023, the Company incurred and paid $0.03 million for these services. Such amounts are included in the operating costs on the statements of operations presented in the financial statements included in this Report under “Item 1. Financial Statements”.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements included in this Report under “Item 1. Financial Statements”, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Net Profit (Loss) Per Share of Common Stock

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net profit (loss) per share of Common Stock is computed by dividing net profit (loss) attributable to common stockholders by the weighted average number of shares of Common Stock outstanding during the period, excluding Common Stock subject to forfeiture. We apply the two-class method in calculating earnings per share. The calculation of diluted profit (loss) per share of Common Stock does not consider the effect of the Public Warrants since the exercise of the Public Warrants are contingent upon the occurrence of future events and the inclusion of such Public Warrants would be anti-dilutive.

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Warrants

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

We account for the Warrants, as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to its own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of its control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified Warrants that meet all of the criteria for equity classification, such Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, such Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified Warrants are recognized as a non-cash gain or loss on the statements of operations.

The Private Warrants are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, we recognize the Warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations presented in the financial statements included in this Report under “Item 1. Financial Statements”. The fair value of the Private Warrants was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Warrants have been estimated using a Monte Carlo simulation model each measurement date.

Common Stock Subject to Possible Redemption

We account for the Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of Common Stock (including shares of Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, shares of Common Stock are classified as stockholders’ equity. Our shares of Common Stock that were sold as part of Units in the Initial Public Offering feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events.

On March 3, 2023, we held the First Special Meeting, at which our stockholders approved the First Extension Amendment Proposal. In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 7,744,085 Public Shares properly exercised their right to redeem such Public Shares for cash, at a redemption price of approximately $10.17 per share. As a result, on April 3, 2023, approximately $78.77 million was removed from the Trust Account to pay such Public Stockholders, following which, 5,099,852 shares of Common Stock subject to redemption, remained outstanding.

On September 22, 2023, we held the Second Special Meeting, at which our stockholders approved the Second Extension Amendment Proposal. In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 3,060,282 Public Shares properly exercised their right to redeem such Public Shares for cash, at a redemption price of approximately $10.46 per share. As a result, on October 18, 2023, approximately $32.00 million was removed from the Trust Account to pay such Public Stockholders, following which, 2,039,570 shares of Common Stock subject to redemption, remained outstanding.

On March 20, 2024, we held the Third Special Meeting, at which our stockholders approved the Third Extension Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 908,496 Public Shares properly exercised their right to redeem such Public Shares for cash, at a redemption price of approximately $10.75 per share, for an aggregate redemption amount of approximately $9.77 million, which was held in the Trust Account as of the balance sheet date

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of the financial statements included in this Report under “Item 1. Financial Statements”. As a result, on April 1, 2024, approximately $9.77 million was removed from the Trust Account to pay such Public Stockholders, following which, 1,131,074 shares of Common Stock subject to redemption, remained outstanding.

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the annual period ending December 31, 2025. We are currently evaluating the timing and impacts of adoption of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the quarterly period ended March 31, 2024, due to our accounting for complex financial instruments, prepaid expenses, accrued expenses, franchise taxes and controls over the Trust Account. Our internal control over financial reporting did not result in the application of complex financial instruments and complex accounting matters issued in March 2021, which, due to its impact on our financial statements, we determined to be a material weakness.

In light of this material weakness, we restated our financial statements included in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2021 and March 31, 2021, and Current Report on Form 8-K as of March 25, 2021, to reclassify all our Common Stock subject to possible redemption in temporary equity.

Additionally, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. We believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

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We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there have been no changes to our internal control over financial reporting during the quarterly period ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2021 Annual Report, 2022 Annual Report and 2023 Annual Report, (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, September 30, 2021, March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023 and September 30, 2023, as filed with the SEC on May 24, 2021, November 16, 2021, May 16, 2022, August 8, 2022, November 10, 2022, May 19, 2023 and November 21, 2023, respectively, and  (iv) Definitive Proxy Statement on Schedule 14A as filed with the SEC on February 27, 2024.  Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

For risks related to Infinite Reality and the Infinite Reality Business Combination, please see the section titled “Risk Factors” in the Infinite Reality Registration Statement, once filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Use of Proceeds

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, as filed with the SEC on May 24, 2021. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

On April 11, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at JPMorgan Chase, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On March 20, 2024, we held the Third Special Meeting and our stockholders approved, among other things, the Third Extension Amendment Proposal, which extended the date by which we must consummate a Business Combination from March 25, 2024 to September 25, 2024 (or such earlier date as determined by the Board). In connection with the vote to approve the Third Extension Amendment Proposal, Public Stockholders holding 908,496 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. We paid cash in the aggregate amount of $9.77 million, or approximately $10.75 per share to such redeeming Public Stockholders in the Third Special Meeting Redemptions, which was held in the Trust Account as of the balance sheet date of the financial statements included in this Report under “Item 1. Financial Statements”.

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The following table contains monthly information about the repurchases of our equity securities for the three months ended March 31, 2024:

				(d) Maximum
			(c) Total number	number (or
			of shares (or	approximate dollar
	(a) Total		units) purchased	value) of shares (or
	number of		as part of	units) that may yet
	shares (or	(b) Average price	publicly	be purchased under
	units)	paid per share (or	announced plans	the plans or
Period	purchased	unit)	or programs	programs
January 1 – January 31, 2024	—	—	—	—
February 1 – February 29, 2024	—	—	—	—
March 1 – March 31, 2024	908,496	$10.75	—	—

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Trading Arrangements

During the quarterly period ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Additional Information

None.

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.	Description of Exhibit
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d - 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d - 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	Inline XBRL Instance Document.*
101.SCH	Inline XBRL Taxonomy Extension Schema Document.*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104	Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

*Filed herewith.

**Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEWBURY STREET ACQUISITION CORPORATION
Dated: June 28, 2024	By:	/s/ Thomas Bushey
	Name:	Thomas Bushey
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Dated: June 28, 2024	By:	/s/ Kenneth King
	Name:	Kenneth King
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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