Newbury Street II Acquisition Corp.-A 2025年季度报告

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 15, 2025, there were17,998,375Class A Ordinary Shares, par value $0.0001 per share, and6,118,000 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. NEWBURY STREET II ACQUISITION CORP Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 (Audited)1Condensed Statement of Operations for the Three Months Ended March 31, 2025 (Unaudited)2 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“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; ●“Combination Period” are to the 24-month period, from the closing of the Initial Public Offering to November 4, 2026,that we have to consummate an initial Business Combination; provided that the Combination Period may be extended ●“Company,” “our,” “we,” or “us” are to Newbury Street II Acquisition Corp, a Cayman Islands exempted company; ●“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; ●“Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial PublicOffering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B OrdinaryShares at the time of our initial Business Combination or (ii) at the option of the holders thereof, as described herein (for ●“GAAP” are to the accounting principles generally accepted in the United States of America;●“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 4, 2024;●“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 SPACmust complete one or more Business Combinations within 36 months following the effectiveness of its initial public ●“Nasdaq Rules” are to the continued list