IPO and Fundraising - The company completed its Initial Public Offering (IPO) on November 4, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at $10.00 each[21]. - An additional $6,483,750 was generated from the private sale of 648,375 Private Placement Units, bringing total funds to approximately $173,362,500 placed in the Trust Account[22][23]. - Following the IPO and Private Placement, $173.36 million was placed in a Trust Account, which can only be invested in U.S. government securities or held as cash until the completion of a Business Combination[156]. - The total amount placed in the Trust Account after the Initial Public Offering was $173,362,500, with fees incurred amounting to $10,113,129[162]. Business Combination Requirements - The company must complete its initial Business Combination by November 4, 2026, or face termination and distribution of Trust Account funds[24]. - The initial Business Combination must involve a target business with an aggregate fair market value of at least 80% of the assets held in the Trust Account[56]. - The company intends to structure its initial Business Combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[57]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination[50]. - If the initial Business Combination is funded with assets other than those in the Trust Account, the company will disclose the financing terms in its tender offer documents[52]. Management and Strategy - The management team has extensive experience in identifying and acquiring businesses, which is expected to facilitate the search for suitable Business Combination targets[28][34]. - The company aims to acquire businesses with strong competitive positions, growth potential, and the ability to scale internationally[36]. - The management team is focused on companies that have revenue and earnings growth potential, with multiple drivers for such growth[42]. - The company has established criteria for evaluating potential acquisition targets, including access to public equity markets and a talented management team[36]. Shareholder Rights and Redemption - A minimum of 5,191,813 Public Shares, or 30.01% of the 17,250,000 Public Shares sold in the Initial Public Offering, must be voted in favor of the initial Business Combination for approval[86]. - Shareholder approval is required if the transaction involves issuing more than 20% of the outstanding Ordinary Shares or amending the Amended and Restated Articles[81]. - The redemption rights allow Public Shareholders to redeem their shares at the per-share price based on the amount in the Trust Account, calculated two business days prior to the Business Combination[79]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, which aims to prevent a small group from blocking the initial Business Combination[91]. - The Company will provide Public Shareholders with the opportunity to redeem their shares regardless of their voting decision on the initial Business Combination[81]. Financial Performance and Risks - For the year ended December 31, 2025, the company reported a net income of $6,620,992, primarily from interest earned on marketable securities held in the Trust Account[160]. - As of December 31, 2025, the company had marketable securities in the Trust Account totaling $181,847,374, including approximately $8,484,874 of interest income[163]. - The company has a liquidity concern, lacking sufficient funds to sustain operations for at least one year from the issuance date of the financial statements[170]. - The company may face risks related to its search for a Business Combination, including the potential inability to complete the initial Business Combination within the Combination Period, which could lead to liquidation[122]. - There is substantial doubt about the company's ability to continue as a "going concern," which may affect investor confidence[125]. Corporate Governance and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency and compliance with the Exchange Act[111]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[116]. - The company has a diverse board with significant experience in media, finance, and technology sectors, including members with backgrounds from Sony Pictures, Uber, and Blackrock[196][197][199][200][201][202]. - The Audit Committee consists of independent directors Josh Gold, Jennifer Vescio, and Ted Seides, with Josh Gold serving as chairman[208]. - The company has adopted a Code of Ethics, with amendments or waivers disclosed on its website[216]. Operational Challenges - The company is facing intense competition from established entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[109]. - The company may encounter challenges in negotiating Business Combinations due to increased competition for attractive targets and potential negative perceptions of SPAC mergers[122]. - The company has not generated any operating revenues to date and will not do so until after completing its initial Business Combination[159]. - The company may seek Business Combination opportunities in industries outside of its Management's areas of expertise, which could impact the evaluation of target businesses[125]. Internal Controls and Audit - Management determined that the internal control over financial reporting was effective as of December 31, 2025, based on COSO criteria[188]. - The company’s internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting in accordance with GAAP[187]. - The company emphasizes that while controls are effective, they cannot prevent all errors or instances of fraud due to inherent limitations[186]. - The company assessed the effectiveness of its disclosure controls and procedures, concluding they were effective as of December 31, 2025[185].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on November 4, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at $10.00 each[112]. - The company incurred total fees of $10,113,129 related to the IPO, which included a cash underwriting fee of $3,450,000 and a deferred fee of $6,037,500[120]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,732,107, primarily from interest earned on marketable securities held in the Trust Account[118]. - As of September 30, 2025, the company had approximately $180,109,893 in marketable securities held in the Trust Account, including $7,609,893 of interest income[122]. - As of September 30, 2025, the company had working capital of $959,617 and cash of $949,601 outside the Trust Account to fund ongoing operations[121]. - The company has not generated any operating revenues to date and has only engaged in organizational activities and evaluating acquisition candidates since its inception[117]. Business Combination and Obligations - The company has until November 4, 2026, to complete a Business Combination, or it will liquidate and redeem Public Shares[115]. - The company has a contractual obligation to pay $10,000 per month for administrative support until the completion of the Business Combination or liquidation[130]. - The company may seek Working Capital Loans from the Sponsor or affiliates to fund working capital deficiencies related to the Business Combination[129]. Shareholder Rights and Equity - The holders of Founder Shares and other securities are entitled to registration rights, allowing them to demand registration for resale up to three times[134]. - The Sponsor, directors, and officers waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[135]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[139]. - Net income (loss) per Ordinary Share is calculated using the two-class method, allocating net income (loss) pro rata to different classes of shares[140]. Regulatory and Reporting Requirements - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[117]. - Recent accounting standards require public entities to disclose significant segment expenses and other segment items regularly provided to the Chief Operating Decision Maker (CODM)[141].

Financial Performance - The company reported a net income of $1,685,471 for the three months ended June 30, 2025, primarily from interest earned on marketable securities held in the Trust Account[110]. - For the six months ended June 30, 2025, the net profit was $3,370,725, consisting of $3,667,319 in interest earned on marketable securities and $320,046 in operating costs[110]. Fundraising and Trust Account - The company raised gross proceeds of $172,500,000 from the Initial Public Offering of 17,250,000 Public Units at $10.00 per unit, including $6,483,750 from the sale of 648,375 Private Placement Units[114][115]. - As of June 30, 2025, the total amount held in the Trust Account was $173,362,500 after accounting for offering expenses of $10,113,129[115]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[117]. Expenses and Liabilities - The company incurred $30,000 in administrative support fees for the three months ended June 30, 2025, and $60,000 for the six months ended June 30, 2025[122]. - The company has no long-term debt or capital lease obligations as of the reporting date[121]. Cash and Financing Needs - The company has cash of $1,065,294 outside the Trust Account for operational expenses and due diligence activities[118]. - The company issued an IPO Promissory Note to the Sponsor for up to $300,000, which was fully repaid by November 4, 2024[113]. - The company may need additional financing to complete its initial Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[120].

Financial Performance - The company reported a net income of $1,685,254 for the three months ended March 31, 2025, primarily from interest earned on marketable securities held in the Trust Account[112]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at $10.00 per unit, including 2,250,000 Option Units[116]. - A total of $173,362,500 was placed in the Trust Account after the Initial Public Offering, with $10,113,129 incurred in offering expenses[117]. Cash and Expenses - The company has cash of $1,128,699 as of March 31, 2025, used primarily for identifying and evaluating target businesses[119]. - The company has no long-term debt or capital lease obligations, with only administrative support costs of $10,000 per month incurred[123][124]. Acquisition Plans - The company may incur significant costs in pursuing its acquisition plans, with no assurance of successfully completing an initial Business Combination[108]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds for working capital[118]. - The company may need to obtain additional financing to complete its initial Business Combination or due to significant Public Share redemptions[121]. Regulatory Impact - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination, increasing costs and time[109]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[130].

Financial Overview - The company completed its Initial Public Offering on November 4, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Public Units at a price of $10.00 per Unit[25]. - An additional $6,483,750 was generated from the private sale of 648,375 Private Placement Units, bringing total funds in the Trust Account to approximately $173,362,500[26][27]. - The Trust Account holds approximately $174,580,335 available for a Business Combination, providing flexibility in structuring deals[39]. - The company has available funds for a Business Combination amounting to $174,580,335 as of December 31, 2024, assuming no redemptions and before payment of any Deferred Discount or taxes[69]. - The expected pro rata redemption price for Public Shares is approximately $10.12 as of December 31, 2024, before taxes payable[133]. - Total funds placed in the Trust Account after the IPO and Private Placement amounted to $173,362,500, with offering expenses incurred totaling $10,113,129[166]. - As of December 31, 2024, the company had cash of $1,237,201 outside the Trust Account for operational expenses and due diligence on target businesses[168]. Business Combination Strategy - The company must complete its initial Business Combination by November 4, 2026, which is 24 months from the IPO closing date[28]. - The company aims to acquire businesses with strong unit economics and a potential for revenue and earnings growth, focusing on those that can scale beyond the domestic market[34][44]. - The company intends to structure its initial Business Combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[63]. - The initial Business Combination must involve a target business with an aggregate fair market value of at least 80% of the assets held in the Trust Account[62]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination[56]. - If the initial Business Combination involves multiple target businesses, the 80% Test will be based on the aggregate value of all transactions[64]. - The company does not intend to purchase multiple businesses in unrelated industries in conjunction with its initial Business Combination[65]. - The company may seek to extend the Combination Period, which would require shareholder approval and could affect the Trust Account balance[29]. - The company may seek to extend the Combination Period by amending its Amended and Restated Charter, which would require Public Shareholders' approval[158]. Management and Governance - The management team has extensive experience in identifying and acquiring businesses, which is expected to aid in sourcing potential Business Combination targets[32]. - The management team has experience building and operating multi-billion dollar companies, which will assist in identifying attractive candidates for the initial Business Combination[38]. - The management team is not obligated to devote a specific number of hours to the company's affairs, which may vary based on the Business Combination process[31]. - The company currently has two officers and does not plan to hire full-time employees before completing its initial Business Combination, relying on the management team's discretion for time allocation[114]. - The company has adopted a Code of Business Conduct and Ethics applicable to directors, officers, and employees[213]. - The Audit Committee includes Matthew Hong, Jennifer Vescio, and Josh Gold, with Hong qualifying as an "audit committee financial expert" as per SEC rules[206]. - The Compensation Committee, chaired by Jennifer Vescio, is responsible for evaluating the CEO's performance and determining compensation[208]. - The company intends to form a corporate governance and nominating committee as required by law or Nasdaq Rules[210]. Risks and Challenges - The company faces intense competition from other SPACs and private investors, which may complicate the process of finding suitable acquisition targets[40]. - The company may incur losses if the identification and evaluation of a target business do not lead to a completed Business Combination[54]. - The company may face significant dilution for public shareholders if additional funds are raised through equity or convertible debt issuances[61]. - The company may not complete the Business Combination if the cash required for redemptions exceeds the available cash[93]. - The company faces intense competition from established entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[113]. - The company is subject to risks related to economic and political uncertainties that could adversely affect its ability to identify potential targets and complete its initial Business Combination[162]. - The company may face various risks, including competition for attractive targets, potential conflicts of interest among management, and regulatory challenges that could hinder its ability to complete a Business Combination[126][127]. Shareholder Rights and Redemption - A total of 5,191,813 or 30.01% of the 17,250,000 Public Shares sold in the IPO must be voted in favor of the initial Business Combination for approval[91]. - Shareholder approval is required if the transaction involves issuing more than 20% of the outstanding Ordinary Shares or amending the Amended and Restated Charter[85]. - The redemption rights allow Public Shareholders to redeem their shares at the per-share price based on the amount in the Trust Account[83]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, aimed at preventing large block accumulations[94]. - The company will conduct redemptions pursuant to the tender offer rules, which will remain open for at least 20 business days[87]. - If shareholder approval is not required, the company may choose to conduct redemptions without a shareholder vote[86]. - Any request to redeem Public Shares can be withdrawn up to two business days before the scheduled vote on the Business Combination[99]. - Public Shareholders can only receive funds from the Trust Account upon completion of an initial Business Combination or if the Company fails to complete it within the Combination Period[112]. - If the initial Business Combination is not completed, Public Shareholders will not be entitled to redeem their shares for a pro rata share of the Trust Account[101]. Financial Reporting and Compliance - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency and compliance with financial reporting standards[115]. - Audited financial statements of prospective target businesses will be provided to shareholders, which may limit the pool of potential acquisition candidates if targets cannot meet these requirements[116]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[121]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, including total annual gross revenue of at least $1.235 billion or a market value of Class A Ordinary Shares held by non-affiliates exceeding $700 million[123]. - The company has incurred expenses related to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[159]. - Management believes that no recently issued accounting standards will materially affect the financial statements[178]. Compensation and Clawback Policies - No cash compensation has been paid to directors or officers; however, the company pays an affiliate of its Sponsor $10,000 per month for office space and administrative services[221]. - After the initial Business Combination, compensation for directors or management team members will be disclosed to shareholders, although the exact amounts may not be known at that time[222]. - The company is required to recoup bonuses paid to executives if financial results are misstated, as per the SEC Clawback Rule[217]. - The company adopted the Executive Compensation Clawback Policy on October 22, 2024, to comply with the SEC Clawback Rule and Nasdaq Rules[218]. - The Clawback Policy mandates recovery of erroneously awarded incentive-based compensation from current and former executive officers if an accounting restatement is required[219]. - The recovery applies regardless of misconduct and covers a lookback period of three completed fiscal years preceding the accounting restatement[219]. - The Audit Committee reviews all payments made to the Sponsor, directors, and officers on a quarterly basis[221]. - The Insider Trading Policy was adopted on October 22, 2024, to ensure compliance with insider trading laws and Nasdaq Rules[216].

Financial Performance - The company reported a net loss of $25,780 for the three months ended September 30, 2024, and a total net loss of $41,602 from inception on June 18, 2024, through September 30, 2024[102]. - The company does not expect to generate operating revenues until after the completion of its Initial Business Combination[101]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $172,500,000 from the sale of 17,250,000 Units, including the full exercise of the over-allotment option[103]. - An additional 648,375 Private Placement Units were sold at $10.00 per unit, generating gross proceeds of $6,483,750[103]. - A total of $173,362,500 was placed in the Trust Account following the IPO and Private Placement[104]. - Offering expenses amounted to $10,113,129, which included a cash underwriting fee of $3,450,000 and a deferred underwriting fee of $6,037,500[104]. - The underwriters exercised their over-allotment option in full, purchasing an additional 2,250,000 Units at $10.00 per Unit[112]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Initial Business Combination and for working capital of the target business[105]. - The company may need to obtain additional financing to complete its Initial Business Combination or due to potential redemptions of Public Shares[108]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[110].

As filed with the Securities and Exchange Commission on October 23, 2024. Registration No. 333-281456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ NEWBURY STREET II ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) ______________________ | Cayman Islands | 6770 | 98-1797287 | | --- | --- | --- | | (State or Other Jurisdiction of | ...

As filed with the Securities and Exchange Commission on October 7, 2024. Registration No. 333-281456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ NEWBURY STREET II ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) ______________________ | Cayman Islands | 6770 | 98-1797287 | | --- | --- | --- | | (State or Other Jurisdiction of | ( ...

NEWBURY STREET II ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) ______________________ As filed with the Securities and Exchange Commission on September 19, 2024. Registration No. 333-281456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ ______________________ Approximate date of commencement of proposed sale to the public: As so ...

As filed with the Securities and Exchange Commission on August 9, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ NEWBURY STREET II ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) ______________________ | Cayman Islands | 6770 | 98-1797287 | | --- | --- | --- | | (State or Other Jurisdiction of | (Primary Standard Industria ...