8-K
Newbury Street II Acquisition Corp (NTWO)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d)
OF THE SECURITIES EXCHANGEACT OF 1934
Date of Report (Dateof earliest event reported): December 26, 2024
Newbury Street II AcquisitionCorp
(Exact name of registrantas specified in its charter)
| Cayman Islands | 001-42391 | 98-1797287 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
121 High Street,Floor 3
Boston,Massachusetts 02110
(Address of principalexecutive offices, including zip code)
Registrant’s
telephone number, including area code: (617) 334-2805
Not Applicable
(Former name or formeraddress, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | NTWOU | The<br> Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | NTWO | The<br> Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | NTWOW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Separate Trading of Units, Class A CommonShares and Warrants
On November 4, 2024, Newbury Street II Acquisition Corp (the “Company”) consummated its initial public offering (“
IPO
”) of 17,250,000 units (the “Units”), including 2,250,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.
On December 26, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on December 27, 2024. Those Units not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “NTWOU,” and the Class A Ordinary Shares and Warrants that are separated will trade on The Nasdaq Stock Market LLC under the symbols “NTWO” and “NTWOW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits.<br>The following exhibit is filed with this Form 8-K: |
|---|---|
| Exhibit No. | Description of Exhibits |
| --- | --- |
| 99.1 | Press Release dated December 26, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWBURY STREET II ACQUISITION CORP. | ||
|---|---|---|
| By: | /s/ Thomas Bushey | |
| Name: Thomas Bushey | ||
| Title: Chief Executive Officer | ||
| Dated: December 26, 2024 |
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Exhibit 99.1
Newbury Street IIAcquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing December 27,2024
Boston, MA, December 26, 2024 – Newbury Street II Acquisition Corp. (NASDAQ: NTWOU, the “Company”) announced today that, commencing on December 27, 2024, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on The Nasdaq Stock Market LLC under the symbols “NTWO” and “NTWOW,” respectively. Those units not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “NTWOU”. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
The units were initially offered by the Company in an underwritten offering. BTIG, LLC acted as the sole book-running manager of the offering.
A registration statement relating to these securities were declared effective by the Securities and Exchange Commission on October 31, 2024. The offering was made only by means of a prospectus, copies of which may be obtained by contacting BTIG, LLC, 65 E. 55^th^ Street, New York, New York 10022.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Newbury Street Acquisition Corporation
The Company is a special purpose acquisition company (“SPAC”) whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is sponsored by Newbury Street II Acquisition Sponsor LLC. The Company is led by Thomas Bushey, Chief Executive Officer. The Company’s directors include Matthew Hong, Jennifer Vescio, Josh Gold and Ted Seides. The Company’s Chief Financial Officer is Jake Gudoian.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Investor Contact
Newbury Street II Acquisition Corp.
info@NewburyStreetII.com
(617) 334-2805