Current Report Filing (8-k)
15 April 2021 - 6:32AM
Edgar (US Regulatory)
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): April
14, 2021
NEWBURY STREET
ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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001-40251
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85-3985188
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant
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NBSTU
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The Nasdaq Stock Market LLC
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Common Stock, par value $0.0001 per share
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NBST
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Common Stock for $11.50 per share
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NBSTW
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The Nasdaq Stock Market LLC
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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 8.01 Other Events.
Separate Trading of Units, Common Stock
and Warrants
On March 25, 2021, Newbury
Street Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”)
of 12,000,000 (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 (the “Warrants”),
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. In connection with the IPO, the underwriters were
granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”) to purchase up to 1,800,000 additional
units (the “Over-Allotment Units”) to cover over-allotments, if any. On March 30, 2021, the Underwriters exercised the Over-Allotment
Option in part and purchased an additional 843,937 Over-Allotment Units, generating gross proceeds of $8,439,370.
On April 14, 2021, the Company
issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders
of the Units may elect to separately trade the Common Stock and Warrants comprising the Units commencing on April 16, 2021. Those Units
not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “NBSTU,” and the Common Stock and Warrants
that are separated will trade on The Nasdaq Stock Market LLC under the symbols “NBST” and “NBSTW,” respectively.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need
to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate
the Units into Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d)
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Exhibits. The following exhibit is filed with this Form 8-K:
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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 hereunto
duly authorized.
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NEWBURY STREET ACQUISITION CORPORATION
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By:
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/s/ Thomas Bushey
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Name: Thomas Bushey
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Title: Chief Executive Officer
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Dated: April 14, 2021
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