Washington, D.C. 20549
(Amendment No. )*
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 65101L104
1 |
Names of Reporting Person.
Newbury Street Acquisition Sponsor LLC |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC Use Only
|
4 |
Source of Funds (See Instructions)
WC |
5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6 |
Citizenship or Place of Organization |
|
|
|
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
3,565,669 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
3,565,669 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,669 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
14 |
Type of Reporting Person
OO |
CUSIP No. 65101L104
1 |
Names of Reporting Person.
Thomas Bushey |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC Use Only
|
4 |
Source of Funds (See Instructions)
OO |
5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6 |
Citizenship or Place of Organization |
|
|
|
United States |
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
3,565,669 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
3,565,669 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,669 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
14 |
Type of Reporting Person
IN |
CUSIP No. 65101L104
1 |
Names of Reporting Person.
Kenneth King |
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨ |
3 |
SEC Use Only
|
4 |
Source of Funds (See Instructions)
OO |
5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
|
6 |
Citizenship or Place of Organization |
|
|
|
United Kingdom |
Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
3,565,669 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
3,565,669 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,669 |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13 |
Percent of Class Represented by Amount in Row (11)
21.4% |
14 |
Type of Reporting Person
IN |
SCHEDULE 13D
This Schedule 13D is filed
on behalf of Newbury Street Acquisition Sponsor LLC, a Delaware limited liability company, Thomas Bushey, and Kenneth King (each, a “Reporting
Person” and collectively, the “Reporting Persons”).
Item 1. |
Security and Issuer |
Securities acquired: common
stock (“Common Stock”), par value $0.0001
|
Issuer: |
Newbury Street Acquisition Corporation (the “Issuer”) |
121 High Street
Floor 3
Boston, MA 02110
Item 2. |
Identity and Background |
| (a) | This statement is filed by: |
| (i) | Newbury Street Acquisition Sponsor LLC (the “Sponsor”),
which is the holder of record of approximately 21.4% of the issued and outstanding shares of all classes of common stock of the Issuer
based on 16,661,800 shares of Common Stock outstanding as of March 31, 2022, as reported by the Issuer in its latest 10-K filing with
the Securities and Exchange Commission (the “SEC”) on March 31, 2022; |
| (ii) | Thomas Bushey, the Chief Executive Officer of the Issuer, and the managing member of the Sponsor; and |
| (iii) | Kenneth King, the Chief Financial Officer of the Issuer, and managing member of the Sponsor. |
All disclosures herein with
respect to any Reporting Person are made only by the Reporting Person. Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
(b) The address of the principal
business and principal office of each of the Reporting Persons is 121 High Street, Floor 3, Boston MA, 02110.
(c) The Sponsor’s principal
business is to act as the Issuer’s sponsor in connection with the IPO (as defined below) and potential business combination. Thomas
Bushey is the Chief Executive Officer of the Issuer and the managing member of the Sponsor. Mr. Bushey is the founder of Sunderland Capital
LLC, an operationally focused, long-term oriented investment firm located at 121 High Street, Floor 3, Boston, MA 02110. Kenneth
King is the Chief Financial of the Issuer and also a managing member of the Sponsor. Mr. King is a founding partner of Cambium Grove
Capital, a global asset management platform investing in venture, private equity, and alternative credit, located at 20/F, Somptueux Central,
52 Wellington St, Central, Hong Kong.
(d) None of the Reporting
Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting
Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction
and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) The Sponsor is a Delaware
limited liability company. Thomas Bushey is a citizen of the Unites States and Kenneth King is a citizen of the United Kingdom.
Item 3. |
Source and Amount of Funds or Other Consideration. |
The aggregate purchase price
for the Private Units (as defined below) was $3,547,150. The aggregate purchase price for the Founder Shares (as defined below) was $25,000.
The source of these funds was the working capital of the Sponsor.
Item 4. |
Purpose of the Transaction |
Founder Shares
In connection with the organization
of the Issuer, on January 15, 2021, the Sponsor purchased 4,312,500 shares of Common Stock (the “Founder Shares”) for an aggregate
purchase price of $25,000, pursuant to a Securities Subscription Agreement, dated January 15, 2021, between the Sponsor and the Issuer
(the “Purchase Agreement”), as more fully described in Item 6 of this Schedule 13D which information is incorporated herein
by reference. On March 22, 2021, the Sponsor surrendered an aggregate of 862,500 Founder Shares for no consideration.
On March 30, 2021, as a result
of the election of the Issuer’s underwriters for its initial public offering to partially exercise their over-allotment option,
an aggregate of 239,016 Founder Shares were forfeited.
Private Units
On March 25, 2021, simultaneously
with the consummation of the initial public offering (the “IPO”) and the exercise of the underwriters’ over-allotment
option, the Sponsor purchased 354,715 units (“Private Units”) of the Issuer at $10.00 per Private Unit, pursuant to a Private
Units Purchase Agreement, dated March 22, 2021, by and between the Issuer and the Sponsor (the “Private Units Purchase Agreement”),
as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Private Unit consists
of one share of Common Stock and one-half of one warrant, each whole warrant exercisable to purchase one share Common Stock, at an exercise
price of $11.50 per share (as described more fully in the Issuer’s prospectus dated March 22, 2021).
The shares of Common Stock
owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the
Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock held by the Reporting
Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment
opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item
6 below.
Except for the foregoing,
the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a)
and (c) through (j) of Item 4 of Schedule 13D.
With respect to paragraph
(b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements
between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have agreed (A) to vote
any shares owned by them in favor of any proposed business combination, (B) not to redeem any shares in connection with a stockholder
vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with a proposed initial
business combination and (C) that the founder shares will not participate in any liquidating distributions from our trust account upon
winding up if a business combination is not consummated within the prescribed time period. The Reporting Persons may, at any time and
from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.
Item 5. |
Interest in Securities of the Issuer |
(a)-(b) The aggregate number
and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 16,661,800 shares of
Common Stock, outstanding as of March 31, 2022, as reported by the Issuer in its Form 10-K, filed by the issuer with the SEC on March
31, 2022) are as follows:
Newbury Acquisition Sponsor LLC |
a) |
|
Amount beneficially owned: 3,565,669 |
|
Percentage: 21.4% |
b) |
|
Number of shares to which the Reporting Person has: |
|
|
|
i. |
Sole power to vote or to direct the vote: |
|
0 |
|
ii. |
Shared power to vote or to direct the vote: |
|
3,565,669 |
|
iii. |
Sole power to dispose or to direct the disposition of: |
|
0 |
|
iv. |
Shared power to dispose or to direct the disposition of: |
|
3,565,669 |
Thomas Bushey |
a) |
|
Amount beneficially owned: 3,565,669 |
|
Percentage: 21.4% |
b) |
|
Number of shares to which the Reporting Person has: |
|
|
|
i. |
Sole power to vote or to direct the vote: |
|
0 |
|
ii. |
Shared power to vote or to direct the vote: |
|
3,565,669 |
|
iii. |
Sole power to dispose or to direct the disposition of: |
|
0 |
|
iv. |
Shared power to dispose or to direct the disposition of: |
|
3,565,669 |
Kenneth King |
a) |
|
Amount beneficially owned: 3,565,669 |
|
Percentage: 21.4% |
b) |
|
Number of shares to which the Reporting Person has: |
|
|
|
i. |
Sole power to vote or to direct the vote: |
|
0 |
|
ii. |
Shared power to vote or to direct the vote: |
|
3,565,669 |
|
iii. |
Sole power to dispose or to direct the disposition of: |
|
0 |
|
iv. |
Shared power to dispose or to direct the disposition of: |
|
3,565,669 |
Thomas Bushey, the Issuer’s
Chief Executive Officer, and Kenneth King, the Issuer’s Chief Financial Officer, are the managing members of the Sponsor and have
voting and investment discretion with respect to the Common Stock held by the Sponsor. As such, they may be deemed to have beneficial
ownership of the Common Stock held directly by the Sponsor. Such persons disclaim any beneficial ownership of the reported shares other
than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(c) None of the Reporting
Persons have effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except
as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Founder Securities Purchase Agreement between
the Issuer and Sponsor
In connection with the organization
of the Issuer, on January 15, 2021, the Sponsor purchased 4,312,500 Founder Shares pursuant to a purchase agreement (the “Purchase
Agreement”) for an aggregate purchase price of $25,000, or approximately $0.006 per share. On September 2, 2021, the Sponsor surrendered
an aggregate of 862,500 Founder Shares for no consideration.
On March 30, 2021, as a result
of the election of the Issuer’s underwriters for its initial public offering to partially exercise their over-allotment option,
an aggregate of 239,016 Founder Shares were forfeited.
The description of the Purchase
Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.9 to the
Registration Statement on Form S-1filed by the Issuer with the SEC on February 1, 2021, as amended (and is incorporated by reference herein
as Exhibit 10.1).
Private Unit Subscription Agreement between
the Issuer and Sponsor
On March 22, 2021, simultaneously
with the consummation of the IPO and the exercise of the underwriters’ over-allotment option, the Sponsor purchased an aggregate
of 354,715Private Units pursuant to the Private Unit Purchase Agreement. The Private Units and the securities underlying such Private
Units are subject to a lock up provision set forth in the Insider Letter (as defined below), which provides that such securities shall
not be transferable, saleable or assignable until 30 days after the consummation of the Issuer’s initial business combination, subject
to certain limited exceptions.
The description of the Private
Unit Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the
Issuer as Exhibit 10.5.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 26, 2021 (and is incorporated by
reference herein as Exhibit 10.2).
Insider Letter
On March 22, 2021, in connection
with the IPO, the Issuer, the Sponsor, Mr. Bushey and Mr. King, among other parties, entered into a letter agreement (the “Insider
Letter”). Pursuant to the Insider Letter, each of the Sponsor, Mr. Bushey, Mr. King and other parties (collectively the “Signers”)
agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any shares in connection
with a stockholder vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with
a proposed initial business combination and (C) that the Founder Shares will not participate in any liquidating distributions from our
trust account upon winding up if a business combination is not consummated within the prescribed time period. to waive any and all right,
title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”) with respect to the shares of
Founder Shares and Private Shares owned by Signers.
Further pursuant to
the Letter Agreement, Sponsor agreed that the Founder Shares and Private Units are not transferable or salable (i) in the case of the
Founder Shares, until the earlier of (A) 180 days after the completion of the initial Business Combination or (B) subsequent to the initial
Business Combination, the date on which the Issuer completes a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or
other property, and (ii) in the case of the Private Units, until the consummation of the Business Combination, except to permitted transferees.
The description of the Insider
Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.1 to the
Form 8-K filed by the Issuer with the SEC on March 26, 2021 (and is incorporated by reference herein as Exhibit 10.3).
Registration Rights Agreement
On March 22, 2021, in connection
with the IPO, the Issuer, the Sponsor, Mr. Bushey, Mr. King and certain other parties entered into a registration rights agreement, pursuant
to which the Sponsor and the other parties were granted certain demand and “piggyback” registration rights, which will be
subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares
offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text
of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Form 8-K filed by the Issuer with the SEC on March 26,
2021 (and is incorporated by reference herein as Exhibit 10.4).
Item 7. |
Material to be Filed
as Exhibits |
Exhibit 10.1 |
|
Founder Securities
Subscription Agreement, dated as of January 15, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit
10.9 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on March 15, 2021). |
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Exhibit 10.2 |
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Private Unit Purchase Agreement,
dated as of March 22, 2021, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5.1 to the Current
Report on Form 8-K filed by the Issuer with the SEC on March 26, 2021). |
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Exhibit 10.3 |
|
Insider Letter, dated as
of March 22, 2021, by and between the Issuer, the Sponsor, and the Issuer’s officers and directors (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on March 26, 2021). |
|
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Exhibit 10.4 |
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Registration Rights Agreement,
dated as of March 22, 2021, by and between the Issuer and certain security holders (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K filed by the Issuer with the SEC on March 26, 2021). |
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Exhibit 99.1 |
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Joint Filing Agreement,
by and between the Reporting Persons. |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 11, 2022 |
NEWBURY STREET ACQUISITION SPONSOR LLC |
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By: |
/s/ Thomas Bushey |
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Name: Thomas Bushey |
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Title: Managing Member |
Date: April 11, 2022 |
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/s/ Kenneth King |
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Name: Kenneth King |
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Title: Managing Member |
Date: April 11, 2022 |
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/s/ Thomas Bushey |
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Thomas Bushey |
Date: April 11, 2022 |
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/s/ Kenneth King |
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Kenneth King |