Press release·08/13/2026 15:31:05

Overview

Newbury Street II Acquisition Corp. is a blank check company incorporated in the Cayman Islands on June 18, 2024. The company’s purpose is to effect a business combination. Newbury Street II Acquisition Corp. is not limited to any particular industry or sector in its search for a target business.

The company completed its initial public offering (IPO) on November 4, 2024, raising $172.5 million by selling 17,250,000 public units, each consisting of one Class A ordinary share and one-half of one public warrant. Simultaneously, the company completed a private placement of 648,375 private placement units to the sponsor and BTIG, raising an additional $6.48 million.

The company has until November 4, 2026 (24 months from the IPO) to complete a business combination. If the company is unable to do so, it will cease operations and redeem the public shares.

Results of Operations

Newbury Street II Acquisition Corp. has not engaged in any operations or generated any revenue since its inception on June 18, 2024. Its activities have been limited to organizational tasks and those related to the IPO and identifying potential acquisition targets.

The company has generated non-operating income in the form of interest earned on the funds held in the trust account after the IPO. However, it has also incurred general and administrative expenses, primarily driven by legal costs.

For the three months ended June 30, 2026, the company had a net income of $311,304, consisting of $1.62 million in interest income and $1.32 million in general and administrative costs.

For the three months ended June 30, 2025, the company had a net income of $1.69 million, consisting of $1.84 million in interest income and $164,940 in general and administrative costs.

For the six months ended June 30, 2026, the company had a net income of $1.70 million, consisting of $3.22 million in interest income and $1.54 million in general and administrative costs.

For the six months ended June 30, 2025, the company had a net income of $3.37 million, consisting of $3.67 million in interest income and $320,046 in operating costs.

Liquidity, Capital Resources and Going Concern

Newbury Street II Acquisition Corp.’s liquidity needs through November 4, 2024 were satisfied through a contribution from the sponsor and a loan pursuant to the IPO Promissory Note. After the IPO and private placement, the company’s liquidity needs through June 30, 2026 have been satisfied by the net proceeds from these transactions.

As of June 30, 2026, the company had a working capital deficit of $776,222 and $396,294 in cash in its operating account. As of December 31, 2025, the company had a working capital of $748,963 and $772,506 in cash in its operating account.

The company had $185.07 million in marketable securities held in the trust account as of June 30, 2026, including $11.71 million in interest income. The company intends to use these funds to complete its business combination.

If the company is unable to complete a business combination, it may need to raise additional capital through loans or investments from the sponsor or its officers and directors. The company’s ability to continue as a going concern is dependent on its ability to complete a business combination.

Contractual Obligations

Newbury Street II Acquisition Corp. has the following contractual obligations:

• Administrative Support Agreement: The company pays $10,000 per month to an affiliate of the sponsor for office space, utilities, and administrative support.
• Underwriting Agreement and Representative Shares: BTIG, the underwriter, is entitled to a deferred fee of 3.5% of the IPO gross proceeds, payable upon the closing of the initial business combination. The company also issued 100,000 Class A ordinary shares to BTIG as representative shares.
• Registration Rights Agreement: The holders of certain securities, including the founder shares, private placement units, and any private placement-equivalent units issued in connection with working capital loans, are entitled to registration rights.
• Letter Agreement: The sponsor, directors, and officers have agreed to certain transfer restrictions and have waived their rights to liquidating distributions from the trust account if the company fails to complete a business combination within the combination period.

Critical Accounting Estimates and Policies

Newbury Street II Acquisition Corp. has identified the following critical accounting policies:

1. Use of Estimates: The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, and expenses.

2. Class A Ordinary Shares Subject to Possible Redemption: The company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity”.

3. Net Income Per Ordinary Share: The company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”, and applies the two-class method in calculating earnings per ordinary share.

The company does not believe there are any recently issued, but not yet effective, accounting standards that would have a material effect on the financial statements.