0001213900-26-024817
SEC filingNewbury Street II Acquisition Corp (NTWO) is a blank check company with no operating revenues, reporting a net income of $6.6M for FY 2025, driven entirely by $7.3M in interest income from its Trust Account. The company incurred a loss from operations of -$688K due to general and administrative costs. As of December 31, 2025, the company held $181.8M in cash and securities in its Trust Account, with total assets of $182.7M and total liabilities of $6.2M. The company must complete an initial business combination by November 4, 2026, or liquidate and redeem public shares. Management has expressed substantial doubt about the company's ability to continue as a going concern due to its reliance on completing a business combination within the prescribed timeframe.
Newbury Street II Acquisition Corp reported net income of $6,620,992 for the fiscal year ended December 31, 2025, which consists entirely of non-operating income. The company generated $7,267,039 in interest earned on marketable securities held in the Trust Account and $42,405 in interest on the operating account, offset by general and administrative costs of $688,452. The company reported a loss from operations of -$688K. For the period from June 18, 2024 (inception) through December 31, 2024, the company had net income of $1,042,224, consisting of interest earned on marketable securities held in the Trust Account of $1,217,835 and formation and operating costs of $175,611. The company has generated no operating revenues to date and does not expect to generate operating revenues until consummating an initial business combination.
The company has no operating revenues. All income to date has been derived from interest earned on investments held in the Trust Account and operating account. Following the Initial Public Offering and Private Placement, an amount of $173,362,500 from the net proceeds was initially placed in the Trust Account. As of December 31, 2025, the company had marketable securities held in the Trust Account of $181,847,374 (including approximately $8,484,874 of interest income). As of December 31, 2024, the company had marketable securities held in the Trust Account of $174,580,335 (including approximately $2,080,335 of interest income).
The company operates at a loss from operations due to general and administrative costs incurred while searching for a business combination target. For the year ended December 31, 2025, general and administrative costs totaled $688,452. The company expects to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses. The company pays an affiliate of its sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to an Administrative Support Agreement.
As of December 31, 2025, the company had total assets of $182.7M, including $181.8M in cash and securities held in the Trust Account and $896K in total current assets. Total liabilities were $6.2M, including a deferred underwriting fee of $6.0M and total current liabilities of $147K. The company had cash held outside of the Trust Account of approximately $772,506 and working capital of $748,963 as of December 31, 2025. For the year ended December 31, 2025, net cash used in operating activities was -$465K, net cash used in investing activities was -$173.4M (primarily investment of cash into Trust Account), and net cash provided by financing activities was $174.9M.
The company must complete its initial business combination by November 4, 2026 (24 months from the closing of the Initial Public Offering), or until such earlier date as the board may approve or later date as shareholders may approve. If unable to complete a business combination within the Combination Period, the company will cease all operations, redeem public shares, and liquidate. Management has determined that the company currently lacks the liquidity needed to sustain operations for a reasonable period of time and that if unable to complete an initial business combination within the Combination Period, the company will cease all operations except for liquidation purposes. These conditions raise substantial doubt about the company's ability to continue as a going concern. The company may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending its Amended and Restated Articles, which would require approval of public shareholders.