UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 26, 2021 (March 22, 2021)

 

Newbury Street Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-40251		85-3985188
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

8 Newbury Street

Boston, MA 02116

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (617) 893-3057

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On March 25, 2021, Newbury Street Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 12,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $120,000,000. Pursuant to the Underwriting Agreement (defined below), the Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Units solely to cover over-allotments, if any.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-252602) related to the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 29, 2021 (as amended, the “Registration Statement”):

 

●

An Underwriting Agreement (the “Underwriting Agreement”), dated March 22, 2021, by and between the Company and EarlyBirdCapital, Inc. (“EBC”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

 

●

A Warrant Agreement, dated March 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

 

●

A Letter Agreement, dated March 22, 2021, by and among the Company, its officers, its directors and the Company’s sponsor, Newbury Street Acquisition Sponsor LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

●

An Investment Management Trust Agreement, dated March 22, 2021, by and between the Company and CST, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

 

	●	A Registration Rights Agreement, dated March 22, 2021, by and among the Company, Sponsor and EBC, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
	●	An Administrative Services Agreement, dated March 22, 2021, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

  

●

A purchase agreement for private units, dated March 22, 2021 (the “Sponsor Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5.1 hereto and incorporated herein by reference.

  

	●	A purchase agreement for private units, dated March 22, 2021 (the “EBC Placement Units Purchase Agreement”, and together with the Sponsor Placement Units Agreement, the “Placement Units Purchase Agreements”), by and between the Company and EBC, a copy of which is attached as Exhibit 10.5.2 hereto and incorporated herein by reference.
	●	A Stock Escrow Agreement, dated March 22, 2021 by and between the Company and CST, as escrow agent, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
	●	A Business Combination Marketing Agreement, dated March 22, 2021 by and between the Company and EBC, a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

 

 

Item 3.02.

Unregistered Sales of Equity Securities.

 

Simultaneously with the closing of the IPO, pursuant to the Placement Units Purchase Agreements, the Company completed the private sale of an aggregate of 390,000 units (the “Placement Units”) to the Sponsor and EBC (340,000 Placement Units to the Sponsor and 50,000 to EBC) at a purchase price of $10.00 per Placement Unit, generating gross proceeds to the Company of $3,900,000. The Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

   

Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 22, 2021, in connection with the IPO, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, effective the same day. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

 

Item 8.01.

Other Events.

 

A total of $120,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its initial business combination within 24 months (such period, the “Combination Period”) from the closing of the IPO or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within the Combination Period, subject to applicable law.

 

On March 22, 2021, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On March 25, 2021, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
1.1		Underwriting Agreement, dated March 22, 2021, by and between the Company and EBC, as representative of the several underwriters.
3.1		Second Amended and Restated Certificate of Incorporation.
4.1		Warrant Agreement, dated March 22, 2021, by and between the Company and CST, as warrant agent.
10.1		Letter Agreement, dated March 22, 2021, by and among the Company, its officers, its directors and the Sponsor.
10.2		Investment Management Trust Agreement, dated March 22, 2021, by and between the Company and CST, as trustee.
10.3		Registration Rights Agreement, dated March 22, 2021, by and between the Company, the Sponsor and EBC.
10.4		Administrative Support Agreement, dated March 22, 2021, by and between the Company and the Sponsor.
10.5.1		Private Placement Units Purchase Agreement, dated March 22, 2021, by and between the Company and the Sponsor.
10.5.2		Private Placement Units Purchase Agreement, dated March 22, 2021, by and between the Company and EBC.
10.6		Stock Escrow Agreement, dated March 22, 2021, by and between the Company and CST.
10.7		Business Combination Marketing Agreement, dated March 22, 2021, by and between the Company and EBC.
99.1		Press Release, dated March 22, 2021.
99.2		Press Release, dated March 25, 2021.

 

 

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 hereunto duly authorized.

 

	Newbury Street Acquisition Corporation
	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	Chief Executive Officer
Dated: March 26, 2021