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 | | |
