NTWO

Business Context and Reporting Period

Company: Newbury Street II Acquisition Corp (NTWO)

Filing Type: Form 10-K (Annual Report)

Reporting Period: Fiscal year ended December 31, 2025

Business Overview: The Company is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a merger, share exchange, or similar business combination with one or more target businesses. As of the filing date, the Company has not selected a target and has generated no operating revenues. The Company is an "emerging growth company" and a "smaller reporting company."

Combination Deadline: The Company must consummate an initial Business Combination by November 4, 2026 (24 months from the IPO closing), or face mandatory liquidation.

Key Financial Metrics

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased by approximately $7.27 million, driven primarily by interest income earned on marketable securities held within the account.
• Operating Expenses: General and administrative costs increased to $688,452 in 2025 from $175,611 in 2024, reflecting ongoing operational costs as a public company and the full year of administrative support fees ($10,000/month).
• Liquidity Position: Cash held outside the Trust Account decreased from $1.24 million to $772,506, resulting in a reduction in working capital. The Company utilized cash for operating expenses and transaction-related costs.
• Board Composition: In May 2025, the Board underwent changes with the appointment of Anthony James Vinciquerra as Chairman and William Zachre Wyatt as a director, following the resignation of Matthew Hong.

Outlook, Risks, and Contingencies

• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a "going concern" due to the mandatory liquidation date of November 4, 2026. If a Business Combination is not completed by this date, the Company will cease operations and liquidate.
• Financing Needs: The Company may need to seek additional financing (Working Capital Loans) from the Sponsor or affiliates to fund transaction costs or working capital deficiencies. Up to $1.5 million of such loans may be convertible into units.
• Redemption Risk: Public shareholders have the right to redeem their shares for a pro-rata share of the Trust Account. Significant redemptions could reduce the cash available for a Business Combination.
• Deferred Fee: A deferred underwriting fee of $6,037,500 is payable to BTIG only upon the successful completion of a Business Combination.
• Regulatory Risks: The Company is subject to Nasdaq listing rules, including the requirement to complete a Business Combination within 36 months of the IPO registration statement effectiveness. Failure to meet this could result in delisting.

Key Facts for Investor Verification

• Liquidation Deadline: Verify the current status of the search for a target business relative to the November 4, 2026, mandatory liquidation date.
• Trust Account Yield: Monitor the interest rate environment and its impact on the Trust Account balance, which currently stands at $10.54 per share.
• Working Capital Runway: Assess whether the $772,506 cash balance outside the Trust Account is sufficient to fund operations until a deal is closed or liquidation occurs.
• Shareholder Dilution: Note that Founder Shares (Class B) convert to Class A on a one-for-one basis, and the Sponsor holds 100% of Class B shares, representing significant voting control prior to a combination.
• Related Party Transactions: Review the Administrative Support Agreement ($10,000/month) and potential Working Capital Loans from the Sponsor.