Business Context and Reporting Period
Newbury Street II Acquisition Corp (NTWO) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) formed to effect a business combination. The company is an emerging growth company and a shell company. This Form 10-Q covers the quarterly period ended June 30, 2026. As of this date, the company had not entered into a definitive agreement for a business combination and had not commenced operations other than organizational activities and the search for a target.
Key Financial Metrics
| Metric | Six Months Ended June 30, 2026 | Three Months Ended June 30, 2026 |
|---|---|---|
| Net Income | $1,697,549 | $311,304 |
| General & Administrative Costs | $1,535,509 | $1,316,359 |
| Interest Income (Trust Account) | $3,222,734 | $1,623,762 |
| Cash (Operating Account) | $396,294 (Ending Balance) | N/A |
| Trust Account Balance | $185,070,108 | N/A |
| Working Capital | Deficit of $(776,222) | N/A |
| Deferred Underwriting Fee | $6,037,500 | N/A |
Material Changes vs. Prior Period
- Operating Expenses: General and administrative costs increased significantly to $1,316,359 for the three months ended June 30, 2026, compared to $164,940 for the same period in 2025. This increase was primarily driven by legal costs.
- Net Income: Net income for the three months ended June 30, 2026, was $311,304, a decrease from $1,685,471 in the prior year period. This decline is attributed to the sharp rise in operating expenses, partially offset by interest income.
- Liquidity: Cash held outside the Trust Account decreased from $772,506 as of December 31, 2025, to $396,294 as of June 30, 2026. The company moved from a working capital position of $748,963 at year-end 2025 to a working capital deficit of $(776,222) in the current quarter.
- Trust Account Growth: The Trust Account balance increased to $185,070,108 from $181,847,374 at the end of 2025, reflecting interest earnings of approximately $3.2 million for the six-month period.
Outlook, Risks, and Management Commentary
- Combination Deadline: The company must consummate an initial business combination by November 4, 2026 (24 months from the IPO). If unsuccessful, the company will liquidate and redeem public shares.
- Going Concern: Management has determined that the liquidity condition and mandatory liquidation date raise substantial doubt about the company's ability to continue as a going concern for one year after the issuance of the financial statements.
- Capital Needs: The company may need to raise additional capital through loans from the Sponsor or affiliates ("Working Capital Loans") to finance transaction costs or working capital deficiencies. No such loans were outstanding as of June 30, 2026.
- Board Changes: In May 2025, Matthew Hong resigned as Chairman and Director. Anthony James Vinciquerra and William Zachre Wyatt were appointed as new directors, with Mr. Vinciquerra becoming Chairman.
- Risks: Risks include the inability to complete a business combination, changes in market conditions, and the potential delisting from Nasdaq if the 36-month requirement is not met (though the current deadline is 24 months).
Investor Verification Checklist
- Verify the company's ability to secure additional financing or Working Capital Loans given the current working capital deficit of $(776,222).
- Confirm the status of any potential business combination targets prior to the November 4, 2026, liquidation deadline.
- Review the specific legal costs driving the 800%+ increase in quarterly operating expenses compared to the prior year.
- Monitor the Trust Account balance to ensure it remains sufficient to cover the redemption value of public shares ($10.73 per share as of June 30, 2026).
- Check for any amendments to the Combination Period or extension votes required by shareholders.