| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Newbury Street II Acquisition
Corp (the “Company”) was incorporated as a Cayman Islands exempted company on June 18, 2024. The Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses that the Company has not yet identified (the “Initial Business Combination”). The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the
“Securities Act”, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of September 30, 2024,
the Company had not yet commenced operations. All activity for the period from June 18, 2024 (inception) through September 30, 2024
relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.
The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end. Sponsor and Initial Financing The Company’s sponsor
is Newbury Street II Acquisition Sponsor LLC (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on October 31, 2024. On November 4, 2024, the Company consummated the Initial Public Offering of
17,250,000 Units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the
“Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000
Units, at $10.00 per Unit, generating gross proceeds of $172,500,000 which is described in Note 3. Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of an aggregate of 648,375 units (the “Private Placement Units”)
at a price of $10.00 per Private Placement Unit in a private placement (the “Private Placement”), generating gross proceeds
of $6,483,750, which is described in Note 4. Transaction costs amounted
to $10,113,129, consisting of $3,450,000 of cash underwriting fee, $6,037,500 of deferred underwriting fee, and $625,629 of other offering
costs. The Trust Account Following the closing of
the Initial Public Offering, on November 4, 2024, an amount of $173,362,500 ($10.05 per Unit) from the net proceeds of the sale of the
Units and the Private Placement Units was placed in a trust account (the “Trust Account”), held only in either (i) U.S. government
treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, (ii) uninvested
cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank that meet certain conditions under Rule 2a-7
under the Investment Company Act of 1940. Funds will remain in the Trust Account until the earlier of (i) the consummation
of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. Initial Business Combination The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially
all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination.
The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at
least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned
on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance
that the Company will be able to successfully effect an Initial Business Combination. The Company will provide the public shareholders with the opportunity
to redeem, regardless of whether they abstain, vote for, or against, the Initial Business Combination, all or a portion of their Public
Shares upon the completion of the Initial Business Combination either (1) in connection with a general meeting called to approve
the Initial Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a proposed Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and
will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the
Company to seek shareholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases
would not typically require shareholder approval while direct mergers with the Company where it does not survive and any transactions
where the Company issue more than 20% of the issued and outstanding ordinary shares or seek to amend the amended and restated memorandum
and articles of association would typically require shareholder approval. The Company intends to conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) unless shareholder approval
is required by applicable law or stock exchange listing rules or the Company chooses to seek shareholder approval for business or other
reasons. The amended and restated
memorandum and articles of association provides that the Company has only 24 months from the closing of the Initial Public Offering
or until such earlier liquidation date as the board of directors may approve to consummate the Initial Business Combination. If the Company
is unable to complete the Initial Business Combination within the 24 months following the closing of the Initial Public Offering,
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding
Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each
case to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to the warrants, which will expire without value to the holder
if the Company fails to complete the Initial Business Combination within the 24 months following the closing of the Initial Public
Offering. The Sponsor, executive officers and directors of the Company have entered
into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust
Account with respect to their Founder Shares and Private Placement Shares (as defined below) if the Company fails to complete the Initial
Business Combination within 24 months from the closing of the Initial Public Offering. However, if the Sponsor and the Company’s
executive officers and directors acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with
respect to such Public Shares if the Company fails to complete the Initial Business Combination within the allotted time frame. The underwriters
have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not
complete the Initial Business Combination within the allotted time frame and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. The Sponsor, and the Company’s
executive officers and directors have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment
to the amended and restated memorandum and articles of association (A) in that would modify the substance or timing of the obligation
to allow redemption in connection with the Initial Business Combination or to redeem 100% of the Public Shares if the Company does not
complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, in each case unless
the Company provides the public shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest
shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares. Risks and Uncertainties The United States and global markets are experiencing volatility
and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of
the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”)
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal
of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries,
including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel,
increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict
and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,
the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting
impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could
lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain
interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the
global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above mentioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the
Company’s search for an Initial Business Combination and any target business with which the Company may ultimately consummate an
Initial Business Combination. |
