Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2022 by Newbury Street Acquisition Corporation (the "Company"), the Company issued a promissory note (the "Note") in the principal amount of $400,000 to the Company' sponsor, Newbury Street Acquisition LLC (the "Sponsor"), on May 3, 2022.

On March 15, 2023, the Company amended and restated the Note (the "Amended Note") in its entirety to (1) increase the principal amount thereunder from $400,000 to $900,000 and (2) remove the right of the holder of the Amended Note to convert all or any portion of the unpaid principal balance of the note into the Company's units and related registration rights for such units (including underlying securities). The Amended Note is non-interest bearing and and is payable on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.

The issuance of the Amended Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Amended Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


            Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




  99.1       Amended and Restated Promissory Note of the Company, dated March 15,
           2023.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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