Business Context and Reporting Period
Newbury Street II Acquisition Corp (NTWO) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on June 18, 2024. The company is an emerging growth company and a shell company formed to effect a business combination with one or more target businesses. As of the filing date, no definitive agreement for a business combination has been entered into. The reporting period covers the three months ended March 31, 2026.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income | $1,386,245 | $1,685,254 |
| General & Administrative Costs | $219,150 | $155,106 |
| Interest Income (Trust Account) | $1,598,972 | $1,828,144 |
| Cash (Operating Account) | $497,393 | $1,128,699 |
| Trust Account Balance | $183,446,346 | $181,847,374 |
| Working Capital | $536,236 | $748,963 |
| Deferred Underwriting Fee | $6,037,500 | $6,037,500 |
Share Structure: As of March 31, 2026, there were 17,250,000 Class A Ordinary Shares subject to possible redemption and 6,118,000 Class B Ordinary Shares (Founder Shares) outstanding. The redemption value per Class A share was $10.63.
Material Changes vs. Prior Period
- Net Income Decline: Net income decreased by approximately $299,000 (17.7%) compared to Q1 2025. This was primarily driven by a decrease in interest income earned on the Trust Account ($1.60M vs $1.83M), partially offset by an increase in operating expenses.
- Operating Expenses: General and administrative costs increased by $64,044 (41.3%) year-over-year, rising from $155,106 to $219,150.
- Cash Position: Operating cash decreased by $275,113 during the quarter, resulting in an ending cash balance of $497,393, down from $772,506 at the end of 2025.
- Trust Account Growth: The Trust Account balance increased by $1,598,972 due to interest earnings, bringing the total to $183.45 million.
Outlook, Risks, and Contingencies
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.
Liquidity and Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation date. While current working capital ($536,236) is expected to fund operations for 12 months, additional financing from the Sponsor or third parties may be required if the business combination process extends or expenses increase.
Risk Factors: The filing highlights significant risks related to global geopolitical instability, specifically conflicts involving Ukraine, Russia, the United States, Israel, and Iran. These events could cause market volatility, supply chain disruptions, and economic instability, potentially hindering the ability to identify or consummate a business combination.
Related Party Transactions: The company pays an affiliate of the Sponsor $10,000 per month for administrative support. The Sponsor holds Founder Shares and Private Placement Units, which are subject to forfeiture or waiver of redemption rights in a liquidation scenario.
Investor Verification Checklist
- Liquidity Runway: Verify if the $497,393 operating cash balance is sufficient to cover expenses until the November 2026 deadline without additional Sponsor loans.
- Target Search Status: Confirm if any definitive agreements or letters of intent have been signed with potential acquisition targets since the filing date.
- Geopolitical Impact: Assess how current global conflicts might affect the specific sectors the company is targeting for acquisition.
- Redemption Risk: Monitor the redemption value per share ($10.63) and the potential for shareholder redemptions if a deal is announced, which could impact the funds available for the transaction.
- Extension Possibility: Review the terms for extending the combination period, as the company may need shareholder approval and additional capital to extend beyond November 2026.