Failure to Satisfy Listing Rule - Form 425

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 5, 2024, Newbury Street Acquisition Corporation, a Delaware Corporation (the "Company"), received written notice (the "Notice Letter") from the Nasdaq Hearings Panel (the "Panel") indicating that the Panel had determined to delist our securities from The Nasdaq Stock Market LLC ("Nasdaq") and that trading in our securities would be suspended at the open of trading on September 9, 2024, due to our failure to satisfy the terms of the Panel's June 10, 2024 decision (the "Decision"). Pursuant to the terms of the Decision, amongst other things, the Company was required to close its initial business combination (the "Business Combination") with Infinite Reality, Inc., a Delaware corporation ("Infinite Reality"), with the new entity demonstrating compliance with the initial listing criteria on or before September 23, 2024. On September 3, 2024, the Company's advisors informed the Panel that the Company had filed a preliminary proxy statement to extend the deadline to complete its Business Combination from September 25, 2024 to March 25, 2025. Based on this update, the Panel determined it can no longer reasonably conclude that the Company will complete its Business Combination prior to September 23, 2024 as required by the Decision to regain compliance with Nasdaq requirements. Accordingly, the Panel has determined to delist our securities from Nasdaq as set forth in the Notice Letter.

Following suspension of trading on Nasdaq, it is anticipated that the Company's units, common stock and warrants will be subject to quotation and trading on the over-the-counter market under the expected ticker symbols "NBSTU," "NBST," and "NBSTW," respectively. Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Securities and Exchange Commission after the applicable Nasdaq review and appeal periods have lapsed.

Important Information and Where to Find It

In connection with the proposed Business Combination, the Company and Infinite Reality Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company, plan to file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus and other documents relating to the proposed Business Combination. After the registration statement is declared effective by the SEC, the Company will mail the definitive proxy statement/final prospectus to holders of shares of Company's common stock of a record date to be established in connection with the Company's solicitation of proxies for vote by Company shareholders with respect to the proposed Business Combination and other matters as described in the proxy statement/prospectus. Company shareholders and other interested persons are urged to read the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/final prospectus, and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the proposed Business Combination as these materials will contain important information about the proposed Business Combination. Shareholders will be able to obtain copies of the preliminary and definitive proxy statement/prospectus and other documents containing important information about the Company, Infinite Reality and the proposed Business Combination filed with the SEC once such documents are available on the website maintained by the SEC at www.sec.gov.