Business Context and Reporting Period
Newbury Street II Acquisition Corp (NTWO) is a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC) incorporated on June 18, 2024. The company consummated its Initial Public Offering (IPO) on November 4, 2024, and is currently in the process of identifying a target for an initial Business Combination. This Form 10-Q covers the quarterly period ended June 30, 2025.
Key Financial Metrics
| Metric | Value (Six Months Ended June 30, 2025) | Value (Three Months Ended June 30, 2025) |
|---|---|---|
| Net Income | $3,370,725 | $1,685,471 |
| Operating Costs | $320,046 | $164,940 |
| Interest Income (Trust Account) | $3,667,319 | $1,839,175 |
| Cash and Cash Equivalents (Operating) | $1,065,294 | $1,065,294 |
| Trust Account Balance | $178,247,654 | $178,247,654 |
| Working Capital | $1,063,749 | $1,063,749 |
| Deferred Underwriting Fee | $6,037,500 | $6,037,500 |
| Redemption Value per Public Share | $10.33 | $10.33 |
Material Changes vs. Prior Period
- Profitability: The company reported a net income of $3.37 million for the six months ended June 30, 2025, compared to a net loss of $15,822 for the period from inception (June 18, 2024) through June 30, 2024. This shift is driven entirely by interest income earned on the Trust Account following the November 2024 IPO.
- Trust Account Growth: The Trust Account balance increased from $174,580,335 as of December 31, 2024, to $178,247,654 as of June 30, 2025, reflecting $3.67 million in interest income.
- Operating Expenses: Operating costs for the six months ended June 30, 2025, were $320,046, primarily consisting of administrative support fees ($60,000) and general operating expenses.
- Board Composition: On May 28, 2025, Matthew Hong resigned as Chairman and Director. Anthony James Vinciquerra and William Zachre Wyatt were appointed as new directors, with Mr. Vinciquerra becoming the new Chairman.
Outlook, Risks, and Contingencies
- Combination Deadline: The company must consummate an initial Business Combination by November 4, 2026 (24 months from IPO). Failure to do so will result in liquidation and redemption of Public Shares.
- Liquidity: Management believes current working capital ($1.06 million) is sufficient to meet obligations for at least one year. However, the company may require additional financing if transaction costs exceed estimates or if a significant number of shares are redeemed.
- Deferred Fees: A deferred underwriting fee of $6,037,500 (3.5% of gross proceeds) is payable only upon the successful completion of a Business Combination.
- Risks: The filing highlights risks related to the inability to complete a Business Combination, market volatility, geopolitical instability, and the potential need for additional financing. The company is classified as an "emerging growth company" and a "shell company."
- Related Party Transactions: The company pays its Sponsor $10,000 per month for administrative support. The Sponsor holds 6,118,000 Class B Founder Shares and 484,500 Private Placement Units.
Investor Verification Checklist
- Verify the current status of the search for a target company and any potential Business Combination announcements.
- Confirm the exact redemption value per share ($10.33) and the total Trust Account balance ($178.25 million) prior to any potential redemption events.
- Review the terms of the Administrative Support Agreement and ensure monthly fees are being paid as disclosed.
- Monitor the company's cash burn rate outside the Trust Account to assess the need for Working Capital Loans prior to the November 2026 deadline.
- Check for any updates regarding the new Board members and their potential influence on target selection.