新伯利街II收购公司-A 2025年季度报告

Unregistered Sales of Equity Securities and Use of Proceeds. Defaults Upon Senior Securities.Mine Safety Disclosures. Other Information.Exhibits.i ●“2024 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed withthe SEC (as defined below) on March 31, 2025;●“2024 SPAC Rules” are to the rules and regulations for SPACs (as defined below) adopted by the SEC on January 24,2024, which became effective on July 1, 2024;●“Administrative Support Agreement” are to the Administrative Support Agreement, dated October 31, 2024, which weentered into with an affiliate of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, asamended and restated, and currently in effect;●“ASC 280” are to the FASB (as defined below) Accounting Standards Codification Topic 280, “Segment Reporting”;●“ASU 2023-07” are to the FASB Accounting Standards Update Topic 2023-07, “Segment Reporting(Topic280):Improvements to Reportable Segment Disclosures”;●“BTIG” are to BTIG, LLC, the underwriter of the Initial Public Offering (as defined below);●“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; ●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“CODM” are to the chief operating officer decision maker; ●“Deferred Discount” are to the additional fee of 3.5% of the gross proceeds of the Initial Public Offering to which theunderwriter of the Initial Public Offering is entitled that is payable only upon our completion of the initial BusinessCombination;●“Exchange Act” are to the Securities Exchange Act of 1934, as amended;●“FASB” are to the Financial Accounting Standards Board; ●“Initial Shareholders” are to holders of our Ordinary Shares prior to our Initial Public Offering;●“Investment Company Act” are to the Investment Company Act of 1940, as amended;●“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued toour Sponsor on June 4, 2024;●“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on August 9,2024, as amended, and declared effective on October 31, 2024 (File No. 333- 281456);●“Management” or our “Management Team” are to our executive officers and directors;●“Nasdaq” are to The Nasdaq Stock Market LLC;●“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial publicoffering registration statement; ●“Option Units” are to the 2,250,000 units of our Company that were purchased by the underwriter of the Initial Public ●“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; Agreement (as defined below); our Sponsor and BTIG in the Private Placement;●“Private Placement Units” are to the units of our Company issued to our Sponsor and BTIG in the Private Placement; iii October 31, 2024, which we entered into with our Sponsor and (ii) the Private Placement Units Purchase Agreement,dated October 31, 2024, which we entered into with BTIG, together;●“Public Shares” are to the Class A Ordinary Shares sold as part of the Public Units (as defined below) in our InitialPublic Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);●“Public Shareholders” are to the holders of our Public Shares, including our Initial Shareholders and Management Teamto the extent our Initial Shareholders and/or the members of our Management Team purchase Public Shares, providedthat each Initial Shareholders’ and member of our Management Team’s status as a “Public Shareholder” will only exist ●“Underwriting Agreement” are to the Underwriting Agreement, dated October 31, 2024, which we entered into withBTIG, as the underwriter in the Initial Public Offering; Class B Ordinary Shares, $0.0001par value;50,000,000shares authorized;6,118,000shares issuedand outstanding as of March 31, 2025 and December 31, 2024 The accompanying notes are an integral part of these unaudited condensed financial statements. (UNAUDITED)Cash Flows from Operating Activities: Prepaid expensesLong-term prepaid insuranceAccounts payable and accrued expenses The accompanying notes are an integral part of these unaudited condensed financial statements. (UNAUDITED) Organization and GeneralNewbury StreetII Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on June18,2024. The Company was incorporated for the purpose of effecti