Form 8-K - Current report

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): December 29, 2023

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.)

121 High Street, Floor 3, Boston, MA

(Address of principal executive offices)

02110

(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 5.07. Submission of Matters to a Vote of Security Holders.

On December 29, 2023, Newbury Street Acquisition Corporation (the “Company”) held its 2023 annual meeting of stockholders for the fiscal year ended December 31, 2022 (the “Annual Meeting”). At the Annual Meeting, stockholders (i) re-elected two directors as the Class B directors of the Company’s board of directors (the “Board”) until the annual meeting of the stockholders of the Company to be held in 2026 or until a successor is appointed and qualified (the “Director Election Proposal”) and (ii) ratified the selection by the audit committee of the Board of Marcum LLP (“Marcum”), to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”, and together with the Director Election Proposal, the “Proposals”).

At the Annual Meeting, 5,857,433 shares of the Company’s common stock, par value $0.0001 per share, were outstanding and entitled to vote on the Proposals. Set forth below are the final voting results for each of the Proposals:

Director Election Proposal

Teddy Zee and Matthew Hong were re-elected to serve as the Class B directors of the Company. The election of Teddy Zee and Matthew Hong required a plurality of the votes cast by the Company’s stockholders represented in person (including virtually) or by proxy at the Annual Meeting and entitled to vote thereon. “Plurality” means that the individuals who received the largest number of votes cast “FOR” were elected as directors. The voting results were as follows:

	For	Withhold
Teddy Zee	4,557,864	7,065
Matthew Hong	4,557,864	7,065

Auditor Ratification Proposal

The Company’s stockholders ratified the selection of Marcum to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. Approval of the Auditor Ratification Proposal required the affirmative vote of the majority of the votes cast by the Company’s stockholders represented in person (including virtyally) or by proxy at the Annual Meeting and entitled to vote thereon. The voting results were as follows:

For		Against		Abstain
4,564,825		0		104

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

Date: December 29, 2023

Cover	Dec. 29, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity File Number	001-40251
Entity Registrant Name	Newbury Street Acquisition Corporation
Entity Central Index Key	0001831978
Entity Tax Identification Number	85-3985188
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	121 High Street, Floor 3
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	893-3057
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-half of one redeemable warrant
Trading Symbol	NBSTU
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NBST
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	NBSTW
Security Exchange Name	NASDAQ