Newbury Street II Acquisition Corp

What they do

The company was formed for the purpose of effecting a Business Combination and has generated no operating revenues to date. Its activities have been limited to organizational work, the IPO, and searching for a target. It completed its IPO of 17,250,000 Public Units at $10.00 per unit on November 4, 2024, raising $172.5 million in gross proceeds. It has not selected any Business Combination target as of the 10-K filing.

Revenue drivers

• Trust Account interest income — Funds placed in the Trust Account may be invested only in U.S. government securities, qualifying money market funds, uninvested cash, or demand deposit accounts until the earlier of the completion of the Business Combination or distribution of the Trust Account.
• No operating revenue — The company has generated no operating revenues to date and does not expect to generate operating revenues until it consummates its initial Business Combination.

Recent performance

Annual net income for 2025 was $6.6 million, with operating cash flow of negative $464,695. At June 30, 2026, total assets were $185.6 million, total liabilities were $7.3 million, shareholder equity was negative $6.8 million, and cash and equivalents were $396,294. The company has no operating revenues, and its results to date reflect organizational and IPO-related activity plus trust account income.

Strategy

The company's stated purpose is to effect a Business Combination, and it is not limited to any particular industry or sector. Its Management Team is led by Chairman Anthony James Vinciquerra, CEO Thomas Bushey, and CFO Jake Gudoian. It must complete an initial Business Combination by November 4, 2026, the end of the 24-month Combination Period. It may seek to extend the Combination Period by amending its Amended and Restated Articles, which would require shareholder approval and provide redemption rights. If no Business Combination is consummated by the end of the Combination Period, its existence will terminate and it will distribute all amounts in the Trust Account.

Risks

• Deadline risk — If the initial Business Combination is not consummated by November 4, 2026, the company's existence will terminate and it will distribute all amounts in the Trust Account.
• Nasdaq listing risk — The Nasdaq Rules require SPACs such as the company to complete an initial Business Combination in accordance with the Nasdaq 36-Month Requirement, and failure to meet it would likely result in suspension of trading and delisting.
• Trust account claims — The Trust Account may be subject to claims of third parties, according to the company's risk factor disclosure.
• Extension risk — Any amendment to extend the Combination Period would require shareholder approval and provide redemption rights, which would decrease the amount held in the Trust Account and the company's capitalization.

Outlook

Management states it must complete an initial Business Combination by November 4, 2026, and that if it does not, the company will cease operations, redeem Public Shares, and dissolve and liquidate. The company also states it may seek to extend the Combination Period through an amendment requiring shareholder approval. No target has been selected as of the 10-K filing. Management expects to continue to incur significant costs in pursuit of its acquisition plans.