IPO and Financial Overview - 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, including a cash underwriting fee of $3,450,000 and a deferred fee of $6,037,500[120]. - The company has not generated any operating revenues to date and has only engaged in organizational activities and IPO-related activities since its inception[117]. Financial Position - As of 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]. - The Trust Account held approximately $180,109,893 in marketable securities as of September 30, 2025, 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[121]. Business Combination and Liquidation - 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 mandatory liquidation date of November 4, 2026, raising substantial doubt about its ability to continue as a going concern if a Business Combination is not completed[127]. - 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]. Working Capital and Loans - The company may seek Working Capital Loans from the Sponsor or affiliates to fund working capital deficiencies, with up to $1,500,000 convertible into units of the post-Business Combination entity[129]. - 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]. Accounting and Reporting - 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]. - 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]. - ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, with early adoption permitted[141]. - Management does not anticipate any recently issued accounting standards to materially affect the financial statements[142]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[143]. Administrative Expenses - The company incurred $30,000 and $90,000 in administrative support fees for the three and nine months ended September 30, 2025, respectively[130].
Newbury Street II Acquisition Corp(NTWO) - 2025 Q3 - Quarterly Report