Newbury Street II Acquisition Corp 10-Q for FY2026 Q3
Newbury Street II Acquisition Corp (NTWO)
About this 10-Q
Newbury Street II Acquisition Corp filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $889.68K
- down 48.6% from net income of $1.73M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) |
| For the quarterly period ended |
| or |
| For the transition period from to |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
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registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Emerging
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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.
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 4, 2026, there were
NEWBURY STREET II ACQUISITION CORP
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 6, 2026; | |
| ● | “2026 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on October 28, 2026; |
| ● | “Additional Transaction Financing” are to any financing agreements that we may enter into during the Interim Period (as defined below) with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or otherwise), in each case with the prior consent of FORT (as defined below) and on terms mutually agreeable to FORT and us, acting reasonably; |
| ● | “Administrative Support Agreement” are to the Administrative Support Agreement, dated October 31, 2024, which we entered into with an affiliate of our Sponsor (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “BTIG” are to BTIG, LLC, the underwriter of the Initial Public Offering (as defined below); |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Closing” are to the closing of the Transactions; | |
| ● | “Closing Date” are to date of the closing of the Transactions; |
| ● | “Combination Period” are to (i) the 27-month period, from the closing of the Initial Public Offering to February 4, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to Newbury Street II Acquisition Corp, a Cayman Islands exempted company; | |
| ● | “Company Common Stock” are to common stock of the Company, following the Domestication; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants; |
| ● | “Covered Parties” are to FORT and us and our respective present and future successors and direct and indirect subsidiaries, collectively; |
| ● | “Deferred Fee” are to the additional fee of 3.5% of the gross proceeds of the Initial Public Offering to which BTIG is entitled that is payable only upon our completion of the initial Business Combination; |
ii
| ● | “Domestication” are to the transfer by way of continuation of us out of the Cayman Islands and into the State of Delaware and the domestication of us as a Delaware corporation, which will occur prior to the Closing; |
| ● | “Earnout Founder Shares” are to the 453,159 Founder Shares that are subject to forfeiture and will vest only if certain of the Share Price Targets are achieved during the Earnout Period; together with the Earnout Incentive Founder Shares; |
| ● | “Earnout Incentive Founder Shares” are to the 302,110 Incentive Founder Shares that, to the extent the Sponsor has not transferred or forfeited all of the Incentive Founder Shares at or prior to the Closing, will be subject to forfeiture and will vest only if certain of the Share Price Targets are achieved during the Earnout Period; |
| ● | “Earnout Period” are to the four-year period after the Closing; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “FINRA” are to the Financial Industry Regulatory Authority, Inc.; |
| ● | “Forfeited Founder Shares” are to the 348,917 Founder Shares that the Sponsor agreed to forfeit, subject to and conditioned upon the Closing, pursuant to the Sponsor Letter Agreement; |
| ● | “FORT” are to Fort Robotics, Inc., a Delaware corporation; |
| ● | “FORT Business Combination” are to the Business Combination contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into FORT, with FORT surviving the merger as our wholly owned subsidiary; | |
| ● | “FORT Option” means any option, right, award, understanding or agreement to purchase, subscribe for, or be exercised or exchanged for, or be converted into, shares of common stock of FORT, which was granted pursuant to the Fort Robotics, Inc. 2018 Equity Incentive Plan or otherwise; | |
| ● | “FORT Registration Rights Agreement” are to the Registration Rights Agreement expected to be into with the Company and the Reg Rights Holders (as defined below); |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”; |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Incentive Founder Shares” are to up to an additional 2,038,424 Founder Shares that the Sponsor must use to incentivize investors in a Transaction Financing (as defined below) or to secure Trust Account non-redemption arrangements; |
| ● | “Initial PIPE Investment” are to the private placement of the Initial PIPE Shares to the Initial PIPE Investors for an aggregate purchase price of $31.25 million; |
| ● | “Initial PIPE Investors” are to certain investors that, contemporaneously with the execution of the Merger Agreement, entered into the PIPE Subscription Agreements with us; |
| ● | “Initial PIPE Shares” are to the up to 3,125,000 shares of Company Common Stock to be issued to the Initial PIPE Investors pursuant to the Initial PIPE Subscription Agreements at a purchase price of $10.00 per share; |
iii
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 4, 2024; |
| ● | “Insider Letter Amendment” are to the amendment to the Letter Agreement entered into contemporaneously with the execution and delivery of the Merger Agreement) by us, the Sponsor, FORT, and our directors and officers; |
| ● | “Interim Period” are to the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on June 4, 2024; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on August 9, 2024, as amended, and declared effective on October 31, 2024 (File No. 333-281456); |
| ● | “Letter Agreement” are to the Letter Agreement, dated October 31, 2024, which we entered into with our Sponsor, directors and officers; |
| ● | “Lock-Up Agreement” are to the lock-up agreements, each entered into with us contemporaneously with the execution and delivery of the Merger Agreement by the Significant Company Holders, pursuant to which the Merger Consideration Shares received by such holders will be subject to transfer restrictions following the Closing; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Merger” are to the merger of Merger Sub (as defined below) with and into FORT at the Closing, with FORT surviving as our wholly owned subsidiary; |
| ● | “Merger Agreement” are to the Agreement and Plan of Merger, dated August 17, 2026, which we entered into with FORT and Merger Sub; |
| ● | “Merger Consideration” are to the consideration of Five Hundred Million Dollars ($500,000,000) payable at the Closing the security holders of FORT in the form of shares of Company Common Stock, with each share valued at $10.00; |
| ● | “Merger Consideration Shares” are to the shares of Company Common Stock issued as Merger Consideration; |
| ● | “Merger Sub” are to Hugo Merger Sub Inc., our wholly owned subsidiary; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
iv
| ● | “Non-Competition and Non-Solicitation Agreement” are to the non-competition and non-solicitation agreements, each entered into by a member of the management team of FORT in favor of FORT and us and the other Covered Parties contemporaneously with the execution and delivery of the Merger Agreement; |
| ● | “October PIPE Investment” are to the private placement of the October PIPE Shares to the October PIPE Investor for an additional aggregate purchase price of $10.00 million; |
| ● | “October PIPE Investor” are to one of the Initial PIPE Investors that entered into the October PIPE Subscription Agreement; |
| ● | “October PIPE Shares” are to the additional 1,000,000 shares of Company Common Stock that the October PIPE Investor agreed to purchase pursuant to the October PIPE Subscription Agreement (at a purchase price of $10.00 per share; |
| ● | “October PIPE Subscription Agreement” are to the subscription agreement, dated October 21, 2026, which we, FORT and the Sponsor entered into with the October PIPE Investor; |
| ● | “Option Units” are to the 2,250,000 units that were purchased by BTIG pursuant to the full exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Outside Date” are to May 17, 2027, the date by which, if any of the conditions to the Closing have not been satisfied or waived, either we or FORT may terminate the Merger Agreement, subject to extension if we seek and receive an extension of our deadline to consummate an initial Business Combination; |
| ● | “Over-Allotment Option” are to the 45-day option that BTIG had to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| ● | “Permitted Company SAFEs” are to the Simple Agreements for Future Equity that FORT is permitted to enter into during the Interim Period in a form in compliance with the Merger Agreement; |
| ● | “PIPE Subscription Agreements” are to the subscription agreements, each entered into by an Initial PIPE Investor with us contemporaneously with the execution of the Merger Agreement, collectively; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor and BTIG in the Private Placement; |
| ● | “Private Placement Units” are to the units purchased by our Sponsor and BTIG in the Private Placement; |
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated October 31, 2024, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated October 31, 2024, which we entered into with BTIG, together; |
v
| ● | “Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor and BTIG in the Private Placement; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one-half of one Public Warrant (as defined below); |
| ● | “Public Warrants” are to the redeemable warrants included as part of the Public Units (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
| ● | “Reg Rights Holders” are to certain stockholders of FORT who are expected to be affiliates of FORT immediately after the Closing and who will enter into a registration rights agreement with us prior to or at the Closing; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated October 31, 2024, which we entered into with the Sponsor and the other holders party thereto; |
| ● | “Registration Statement” are to the registration statement on Form S-4 to be filed by us and FORT (with the SEC (as defined below) under the Securities Act (as defined below), as amended or supplemented from time to time, to register the shares of Company Common Stock to be issued as Merger Consideration Shares and the securities deemed reissued in the Domestication, which will also contain our proxy statement; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026; |
| ● | “Representative Shares” are to the 100,000 Class A Ordinary Shares issued to BTIG in connection with our Initial Public Offering for a purchase price of $100, or $0.001 per share; |
| ● | “Resale Registration Statement” are to the registration statement that we will use reasonable best efforts to file with the SEC (as defined below) within 30 business days after the Closing, registering the resale of certain securities held by or issuable to the Reg Rights Holders; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; | |
| ● | “Share Price Targets” are to the following criteria for the Earnout Founder Shares to vest and no longer be subject to forfeiture as follows: |
| ● | if the volume-weighted average price of the shares of common stock of the combined company equals or exceeds $12.50 per share for any twenty (20) trading days within any consecutive thirty (30) trading-day period during the Earnout Period, 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture; and |
| ● | if the volume-weighted average price of the shares of common stock of the combined company equals or exceeds $15.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading-day period during the Earnout Period, the remaining 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture. |
vi
| ● | “Significant Company Holders” are to the directors and officers of FORT and the owners of more than five percent (5%) of the issued and outstanding shares of FORT; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company; |
| ● | “Sponsor Letter Agreement” are to the letter agreement entered into contemporaneously with the execution and delivery of the Merger Agreement by us, the Sponsor and FORT pursuant to which, among other things, the Sponsor agreed to forfeit the Forfeited Founder Shares,subject the Earnout Founder Shares to forfeiture and vesting conditions, and use the Incentive Founder Shares as described therein; |
| ● | “Sponsor Support Agreement” are to the Sponsor Support Agreement entered into contemporaneously with the execution and delivery of the Merger Agreement by us, FORT and the Sponsor, pursuant to which the Sponsor agreed to, among other things, vote in favor of the Merger Agreement and the Transactions (as defined below), waive anti-dilution adjustments with respect to the Founder Shares, be bound by certain transfer restrictions prior to the Closing, and waive redemption rights; |
| ● | “Stockholder Merger Consideration” are to the portion of the Merger Consideration payable to all stockholders of FORT in accordance with the Merger Agreement; |
| ● | “Surviving Corporation” are to FORT, as the surviving corporation of the Merger and our wholly owned subsidiary; |
| ● | “Transaction Financing” are to the Additional Transaction Financing , the October PIPE Investment and the Initial PIPE Investment ), together; |
| ● | “Transactions” are to the transactions contemplated by the Merger Agreement , including the Domestication and the Merger |
| ● | “Trust Account” are to the U.S.-based trust account in which the amount of $173,362,500 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated October 31, 2024, which we entered into with BTIG, as the underwriter of the Initial Public Offering; |
| ● | “Underwriting Agreement Amendment” are to the amendment to the Underwriting Agreement, dated August 17, 2026, which we entered into with BTIG, pursuant to which we and BTIG agreed to reduce the Deferred Fee from $6,037,500 to $2,000,000, solely in connection with the Transactions; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; |
| ● | “Voting Agreements” are to the Voting and Support Agreements entered into by us and FORT (contemporaneously with the execution and delivery of the Merger Agreement with certain stockholders of FORT holding sufficient voting power to approve the Merger and the, collectively; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
vii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
NEWBURY STREET II ACQUISITION CORP
CONDENSED BALANCE SHEETS
| September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Due from Sponsor | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Cash and securities held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued offering costs | ||||||||
| Total Current Liabilities | ||||||||
| Deferred underwriting fee | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Class A Ordinary Shares subject to possible redemption | ||||||||
| Shareholders' Deficit | ||||||||
| Preference shares, $ | ||||||||
| Class A Ordinary Shares, $ | ||||||||
| Class B Ordinary Shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders' Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
NEWBURY STREET II ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2026 | For the Nine Months Ended September 30, 2025 | |||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest earned on cash and securities held in Trust Account | ||||||||||||||||
| Interest on operating account | ||||||||||||||||
| Total other income | ||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding of redeemable Class A Ordinary Shares outstanding | ||||||||||||||||
| Basic and Diluted Net Income per Ordinary Share, Redeemable Class A Ordinary Shares | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares outstanding | ||||||||||||||||
| Basic and Diluted Net Income per Ordinary Share, Non-Redeemable Class A and Class B Ordinary Shares | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
NEWBURY STREET II ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption amount | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance – September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
NEWBURY STREET II ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, 2026 | For the Nine Months Ended September 30, 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on cash and securities held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Due from Sponsor | ( | ) | ( | ) | ||||
| Long-term prepaid insurance | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued offering costs | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
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
As of September 30, 2026, the Company had not yet commenced operations. All activity for the period from June 18, 2024 (inception) through September 30, 2026 related to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, which are held in the Trust Account ( as defined below). 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 on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on August 9, 2024 (File No. 333-281456), was declared
effective on October 31, 2024 (as amended, the “IPO Registration Statement”). On
November 4, 2024, the Company consummated the initial public offering of
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted
to $
The Trust Account
Following
the closing of the Initial Public Offering, on November 4, 2024, the amount of $
Initial Business Combination
The
Company’s management (“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 a 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
5
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
Initial Business Combination (Continued)
The
Company will provide the holders of Public Shares (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 (i) in
connection with a general meeting called to approve the initial Business Combination or (ii) by means of a
tender offer. The decision as to whether the Company will seek shareholder approval of a proposed 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 issues more than
The Amended and Restated
Articles provides that the Company has until February 4, 2027, or such earlier liquidation date as the Company’s board of
directors (the “Board”) may approve to consummate the initial Business Combination (the “Combination
Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, 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 $
The Sponsor and the Company’s executive officers and directors have entered into a letter agreement with the Company, dated October 31, 2024 (the “Letter Agreement”), pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 5) and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period. 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 Combination Period. BTIG has agreed to waive its rights to the Deferred Fee held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period 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 also agreed, pursuant to the Letter
Agreement, that they will not propose any amendment to the Amended and Restated Articles (i) that would modify
the substance or timing of the obligation to allow redemptions in connection with the initial Business
Combination or to redeem
Merger Agreement
On August 17, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fort Robotics, Inc. (“FORT”), a Delaware corporation and Hugo Merger Sub Inc.(“Merger Sub”), a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, FORT will merge with and into Merger Sub, with FORT surviving the merger as a wholly owned subsidiary of the Company (“FORT Business Combination”).
6
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Transactions”), the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation (the “Domestication”), (ii) at the Closing, Merger Sub will merge with and into FORT (the “Merger”), with FORT surviving such merger as a wholly-owned subsidiary of the Company (the “Surviving Corporation”), and (iii) as a result of the Merger, all of the issued and outstanding capital stock of FORT as of immediately prior to the effective time of the Merger will be cancelled and shall cease to exist, in exchange for the right of each FORT stockholder to receive its pro rata share of the Stockholder Merger Consideration (as defined below), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law.
The
Merger Agreement provides that the total consideration received by FORT security holders from the Company at
the Closing will be a number of shares of the Company Common Stock with an aggregate value equal to
the sum of (i) Five Hundred Million Dollars ($
Each outstanding FORT Option, whether vested or unvested, will be assumed by the Company and automatically converted into an option for shares of the Company Common Stock. All FORT convertible securities (other than the FORT Options and certain outstanding warrants) outstanding and not exercised or converted prior to the Closing will be terminated as of the Closing.
Representations and Warranties
The Merger Agreement contains customary representations and warranties made by each of the Company and FORT. Certain of the representations and warranties are qualified by materiality or Material Adverse Effect, as well as information provided in the disclosure schedules to the Merger Agreement. As used in the Merger Agreement, “Material Adverse Effect” means, with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect (i) upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (ii) the ability of such person or any of its subsidiaries on a timely basis to consummate the Transactions, subject to customary exceptions with respect to clause (i) above.
No Survival
The representations and warranties of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.
Covenants of the Parties
Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including those relating to: (i) the provision of access to properties, books and personnel; (ii) the operation of their respective businesses in the ordinary course of business; (iii) the provision of financial statements by FORT to the Company; (iv) the Company’s public filings; (v) no insider trading; (vi) notifications of certain breaches, consent requirements or other matters; (vii) efforts to consummate the Closing; (viii) tax matters; (ix) further assurances; (x) public announcements; and (xi) confidentiality.
7
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
Each party also agreed during the Interim Period not to solicit or enter into a competing alternative transaction in accordance with customary terms and provisions set forth in the Merger Agreement.
The Merger Agreement also contains certain customary post-Closing covenants regarding (a) maintenance of books and records; (b) indemnification of directors and officers and the purchase of directors’ and officers’ tail liability insurance; and (c) use of trust account proceeds.
The
parties made customary covenants regarding the registration statement on Form S-4 to be filed by the Company
and FORT (as amended or supplemented from time to time, the “Registration Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”), to register the shares of the Company Common Stock to be issued as Merger
Consideration Shares and the securities of the Company deemed reissued in the Domestication. The Registration
Statement also will contain the Company’s proxy statement to solicit proxies from the Company’s
shareholders to approve, at an extraordinary general meeting of the Company’s shareholders to be called
and held for such purpose among other things, (i) the Merger Agreement and the Transactions, including the
Merger and the Domestication; (ii) to the extent required by Nasdaq, the issuance of any shares in connection
with the Transaction Financing (as defined below), including the approval of the issuance of more than
In addition, FORT agreed that as promptly as practicable after the Registration Statement has become effective, the requisite vote of FORT stockholders, by resolutions duly adopted at a meeting of the FORT stockholders or by unanimous written consent, shall have authorized, approved and consented to, the execution, delivery and performance of the Merger Agreement and each of the ancillary documents to which FORT is or is required to be a party or bound, and the consummation of the Transactions, including the Mergers and the Domestication.
The parties agreed that the post-Closing board of directors will consist of at least five but not more than seven individuals, with such number to be mutually agreed by the Company and FORT. The post-Closing board will include (i) two persons designated by the Company prior to the Closing, at least one of whom will qualify as independent under Nasdaq (or, if applicable, NYSE) rules, (ii) three persons designated by FORT prior to the Closing, at least two of whom will be required to qualify as independent under Nasdaq (or, if applicable, NYSE) rules, and (iii) up to an additional two persons as mutually agreed by the Company and FORT. The post-Closing board will serve staggered terms divided into three classes.
During the Interim Period, the Company may enter into financing agreements with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as trust account non-redemption or backstop arrangements or otherwise), in each case with the prior consent of FORT and on terms mutually agreeable to FORT and the Company, acting reasonably (an “Additional Transaction Financing”, together with the Initial PIPE Investment (as defined below), a “Transaction Financing”). During the Interim Period, FORT may enter into the Permitted Company SAFEs in a form in compliance with the Merger Agreement.
Conditions to Closing
The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of the Company; (ii) approval of the stockholders of FORT; (iii) approvals of any required governmental authorities and completion of the HSR Act expiration periods; (iv) no law preventing the Transactions; (v) the Registration Statement having been declared effective by the SEC; (vi) conditional approval for listing on Nasdaq or NYSE of the Company Common Stock to be issued in connection with the Transactions; and (vii) consummation of Domestication.
8
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
In addition, unless waived by FORT, the obligations of FORT to consummate the Transactions are subject to the satisfaction of additional Closing conditions, in addition to the delivery by the Company of customary certificates and other Closing deliverables: (i) (a) the fundamental representations and warranties of the Company being true and correct in all material respects on and as of the date of the Merger Agreement and as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (b) subject to certain exceptions, all the other representations and warranties of the Company being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects on and as of the date of the Merger Agreement and as of the date of the Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the Company; (ii) the Company having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the date of the Closing and (iii) the absence of any Material Adverse Effect with respect to the Company since the date of the Merger Agreement which is continuing and uncured.
Unless waived by the Company, the obligations of the Company and Merger Sub to consummate the Transactions are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by FORT of customary certificates and other Closing deliverables and ancillary documents: (i) (a) the fundamental representations and warranties of FORT being true and correct in all material respects on and as of the date of the Merger Agreement and as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (b) subject to certain exceptions, all the other representations and warranties of FORT being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects on and as of the date of the Merger Agreement and as of the date of the Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, FORT and its subsidiaries; (ii) FORT having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with or by it on or prior to the date of the Closing; and (iii) the absence of any Material Adverse Effect with respect to FORT and its subsidiaries since the date of the Merger Agreement which is continuing and uncured.
Termination
The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of the Company and FORT; (ii) by either the Company or FORT, if any of the conditions to Closing have not been satisfied or waived by May 17, 2027 (the “Outside Date”), subject to extension if the Company seeks and receives an extension of its deadline to consummate an initial business combination; (iii) by either the Company or FORT, if a governmental authority of competent jurisdiction has issued a final, non-appealable order or taken any other final, non-appealable action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, or if any law has been adopted that permanently makes consummation of such transactions illegal or otherwise prohibited; (iv) by either the Company or FORT in the event of the other party’s uncured breach, if such breach would result in the failure of the related Closing condition (and so long as the terminating party is not in breach under the Merger Agreement so as to prevent the conditions to Closing to be satisfied); (v) by the Company if there has been a Material Adverse Effect on FORT and its subsidiaries following the date of the Merger Agreement, which is uncured and continuing; (vi) by FORT if there has been a Material Adverse Effect on the Company following the date of the Merger Agreement, which is uncured and continuing; (vii) by either the Company or FORT, if the Company holds the extraordinary general meeting of its shareholders to approve the Merger Agreement and the Transactions, and the required shareholder approval is not obtained; and (viii) by either the Company or FORT, if FORT holds its special meeting, and the required FORT shareholder approval is not obtained.
If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, no recourse, termination and general provisions) will terminate, and no party to the Merger Agreement will have any further liability to any other party thereto, except for liability for fraud or for willful breach of any covenant, obligation or agreement in the Merger Agreement prior to termination.
9
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
Trust Account Waiver
FORT agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s Trust Account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom), other than in connection with the Closing.
Governing Law
The Merger Agreement is governed by the laws of the State of Delaware and the parties are subject to exclusive jurisdiction of federal and state courts located in the State of Delaware (and any appellate courts thereof).
Related Agreements
Voting Agreement
Contemporaneously with the execution and delivery of the Merger Agreement, the Company and FORT entered into Voting and Support Agreements (collectively, the “Voting Agreements”) with certain stockholders of FORT holding sufficient voting power to approve the Merger and the Transactions, pursuant to which, among other things, such stockholders agreed (i) to vote their shares of FORT stock in favor of the adoption of the Merger Agreement, the Ancillary Documents and the approval of the Transactions, subject to certain customary conditions, (ii) to provide a proxy to the Company to vote such shares of FORT stock pursuant to the foregoing, (iii) to take certain other actions in support of the Merger Agreement and related transactions (and any actions required in furtherance thereof) and refrain from taking actions that would adversely affect such stockholders’ ability to perform their obligations under the Voting Agreements and (iv) not to transfer their shares of FORT stock during the period from and including the date of the Voting Agreement and the date on which the Voting Agreement is terminated.
Lock-Up Agreements
Non-Competition and Non-Solicitation Agreements
Contemporaneously with the execution and delivery of the Merger Agreement, each member of the management team of FORT entered into a non-competition and non-solicitation agreement (each, a “Non-Competition and Non-Solicitation Agreement”) in favor of FORT and the Company and their respective present and future successors and direct and indirect subsidiaries (collectively, the “Covered Parties”). Pursuant to the Non-Competition and Non-Solicitation Agreements, each member of FORT management will agree for a period of two years after the Closing (i) not to compete with the Covered Parties in the United States or in any other market in which the Covered Parties operate, (ii) not to hire, engage or solicit the employees of the Covered Parties, (iii) not to solicit, reduce the amount of business, interfere with or disrupt any customers of the Covered Parties. Each member of the management team will also agree not to disparage the Covered Parties and to agree to customary confidentiality requirements.
10
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
FORT Registration Rights Agreements
Prior to or at the Closing, the Company and certain FORT stockholders (the “Reg Rights Holders”) who are expected to be affiliates of FORT immediately after the Closing will enter into a Registration Rights Agreement (the “Fort Registration Rights Agreement”). Pursuant to the terms of the Fort Registration Rights Agreement, the Company will (i) use reasonable best efforts to file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the earlier of the 90th calendar day following the filing date if the SEC notifies the Company that it will review the Resale Registration Statement or the 5th business day after the SEC notifies the Company that it will not review the Resale Registration Statement. The Reg Rights Holders will also be entitled to certain demand registration rights and piggyback registration rights.
Insider Letter Amendment
Contemporaneously
with the execution and delivery of the Merger Agreement, the Company, the Sponsor, FORT, and the directors and
officers of the Company entered into an amendment (the “Insider Letter Amendment”) to that certain
Letter Agreement, dated October 31, 2024 (the “Insider Letter”), by and among the Company, the
Sponsor, FORT and the directors and officers of the Company. The Insider Letter Amendment provides that upon
the Closing, (i) up to
Sponsor Letter Agreement
Contemporaneously
with the execution and delivery of the Merger Agreement, the Company entered into a letter agreement (the
“Sponsor Letter Agreement”) with the Sponsor and FORT, pursuant to which, among other things, (i)
the Sponsor agreed to forfeit, subject to and conditioned upon the Closing,
The Earnout Founder Shares shall vest and no longer be subject to forfeiture as follows:
| ● | if
the volume-weighted average price of the shares of the Company Common Stock equals or exceeds $ |
| ● | if
the volume-weighted average price of the shares of the Company Common Stock equals or exceeds $ |
Notwithstanding the foregoing, in the event that during the Earnout Period, the Company is subject to a Qualifying Change of Control, then, all of the Earnout Founder Shares that have not previously vested shall vest and shall no longer be subject to forfeiture.
11
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
Sponsor Support Agreement
Contemporaneously with the execution and delivery of the Merger Agreement, the Company, FORT and the Sponsor, have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote (or cause to be voted) in favor of the Merger Agreement and the Transactions and against any Acquisition Proposal or Alternative Transaction or any other proposal, action or agreement that would or would reasonably be expected to deter the Transactions or Transactions; (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Founder Shares; (iii) be bound by certain other covenants and agreements related to the Transactions; (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the Closing; and (v) waive redemption rights, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
PIPE Subscription Agreements
Contemporaneously
with the execution of the Merger Agreement, certain investors (the “Initial PIPE Investors”) each
entered into a subscription agreement (collectively, the “PIPE Subscription Agreements”) with the
Company, pursuant to which, the Company agreed to issue, and the Initial PIPE Investors agreed to purchase,
Pursuant
to the PIPE Subscription Agreement, in connection with the Initial PIPE Investment, the Sponsor will transfer,
for no additional consideration, up to
Pursuant
to the PIPE Subscription Agreements, the Company has agreed to file a registration statement registering the
resale of the Initial PIPE Shares within thirty (
Each PIPE Subscription Agreement shall terminate and be void and of no further force and effect upon the earliest to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate such PIPE Subscription Agreement; or (iii) written notice by either party to the other party to terminate if the transactions contemplated by the PIPE Subscription Agreement are not consummated on or prior to the Outside Date.
As
of September 30, 2026, holders of approximately
12
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Continued)
Amendment to Underwriting Agreement
The Company entered into an
underwriting agreement, dated October 31, 2024 (the “Underwriting Agreement”), with BTIG, LLC (“BTIG”), as representative
of the several underwriters, in connection with the Company’s initial public offering. On August 17, 2026, the Company and BTIG
entered into an amendment to the Underwriting Agreement (the “Underwriting Agreement Amendment”), pursuant to which the Company
and BTIG agreed to reduce the Deferred Underwriting Commissions from $
Board and Audit Committee Changes
On September 29, 2026, William Zachre Wyatt resigned from the Company’s Board of Directors, effective immediately, in connection with the Company’s engagement of Donerail Group & Co LLC (“Donerail”), an affiliate of Mr. Wyatt, to provide advisory services (Refer to Note 6). His resignation was not due to any disagreement with the Company.
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination, including the FORT Business Combination, may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Liquidity, Capital Resources and Going Concern
The
Company has a mandatory liquidation date of February 4, 2027, the end of the Combination Period, at which time
it will cease all operations except for the purpose of winding up, redeeming public shares, and liquidating.
As of September 30, 2026, the Company had working capital deficit of $(
The Company may need to raise additional capital through loans from its Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors. The Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required to finance transaction costs in connection with the Company’s initial Business Combination (the “Working Capital Loans”). The Company expects to fund its operating expenses, transaction costs and other obligations through cash held outside the Trust Account and, if necessary, Working Capital Loans. However, no party is obligated to provide such financing. Accordingly, there can be no assurance that additional financing will be available when needed to fund the Company's operating expenses, transaction costs and other obligations. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that additional financing will be available to it on commercially acceptable terms, if at all.
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the accompanying unaudited condensed financial statements are issued.
The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
13
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for quarterly financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for quarterly financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements are presented in U.S. dollars and should be read in conjunction with the IPO Registration Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 6, 2026. The quarterly results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
14
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased
to be cash equivalents. The Company had $
Cash and
As
of September 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in
a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit
of $
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to Public Shares were charged to temporary equity. Offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit. After Management’s evaluation, the Warrants were accounted for under equity treatment.
15
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the accompanying unaudited condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the accompanying unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2026 and December 31, 2025, there were unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to
be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was
Warrant Instruments
The Company accounted for the Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and recorded the warrant instruments under equity treatment at their assigned values.
Net Income per Ordinary Share
Net
income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares
outstanding during the period.
| For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2026 | For the Nine Months Ended September 30, 2025 | |||||||||||||
| Ordinary Shares subject to possible redemption | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income allocable to Ordinary Shares subject to possible redemption | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted average shares outstanding, redeemable Ordinary Shares | ||||||||||||||||
| Basic and diluted net income per share, redeemable Ordinary Shares | $ | $ | $ | $ | ||||||||||||
| Non-redeemable Ordinary Shares | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income allocable to Ordinary Shares not subject to redemption | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Weighted average shares outstanding, non-redeemable Ordinary Shares | ||||||||||||||||
| Basic and diluted net income per share, non-redeemable Ordinary Shares | $ | $ | $ | $ | ||||||||||||
16
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Class A Ordinary Shares Subject to Possible Redemption
The
Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection
with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the
initial Business Combination and with amendments to the Amended and Restated Articles. In accordance with FASB
ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public
Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. The Company recognizes changes in redemption value immediately as they occur and
will adjust the carrying value of redeemable Public Shares to equal the redemption value at the end of each
reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the
accretion from initial book value to redemption value. The change in the carrying value of redeemable Public
Shares will result in charges against additional paid-in capital (to the extent available) and accumulated
deficit.
| As of September 30, 2026 | As of December 31, 2025 | |||||||
| Balance brought forward | $ | $ | ||||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value | ||||||||
| Class A Ordinary Shares subject to possible redemption | $ | $ | ||||||
Recently Issued Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
On
November 4, 2024, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the
closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of
17
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On
June 20, 2024, the Company issued an aggregate of
Pursuant
to the Letter Agreement, the Sponsor has agreed not to transfer, assign or sell any of its Founder Shares
until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii)
subsequent to the initial Business Combination (x) if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $
On August 17, 2026, contemporaneously with
the execution and delivery of the Merger Agreement, the Company, the Sponsor, FORT and the other parties thereto entered into the Letter
Agreement Amendment. Pursuant to the Letter Agreement Amendment, effective upon and subject to the consummation of the transactions contemplated
by the Merger Agreement, (i) up to
As
part of the Initial PIPE Investment, an affiliate of William Zachre Wyatt, a former director of the Company,
subscribed for an aggregate purchase price of $
Registration Rights Agreement
The holders of the (i) Founder Shares, (ii) Representative Shares (as defined in Note 6), (iii) Private Placement Units (including the underlying securities) and any private placement equivalent units (and underlying securities) that may be issued on conversion of any Working Capital Loans (as defined below) and (iv) Class A Ordinary Shares upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement , dated October 31, 2024, by and among the Company and certain security holders (the “Registration Rights Agreement”). The Registration Rights Agreement requires the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
18
NOTE 5. RELATED PARTY TRANSACTIONS (Continued)
Administrative Support Agreement
Commencing
on November 1, 2024, the Company entered into an administrative support agreement, dated October 31, 2024
(the “Administrative Support Agreement”), with an affiliate of the Sponsor, pursuant to which, the
Company agreed to pay the affiliate of the Sponsor thereof an amount equal to $
These amounts are included in the general and administrative costs on the accompanying unaudited condensed statements of operations.
IPO Promissory Note
On
June 20, 2024, the Company and the Sponsor entered into a promissory note, whereby the Sponsor agreed to
loan the Company an aggregate of up to $
Due from Sponsor
On
November 4, 2024, the Company repaid $
Working Capital Loans
In
order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an
affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan
the Company Working Capital Loans as may be required. If the Company completes its initial Business
Combination, the Company will repay the Working Capital Loans. In the event that the initial Business
Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working
Capital Loans. If the Sponsor makes any Working Capital Loans, up to $
Donerail Agreement
On September 29, 2026, the Company engaged Donerail, an affiliate of former director William Zachre Wyatt, to provide transaction advisory services in connection with the proposed Business Combination with FORT. In connection with the engagement, Mr. Wyatt resigned from the Company's Board of Directors, effective immediately. The resignation was not due to any disagreement with the Company. For additional information regarding the terms of the engagement and related arrangements, see Note 6, Commitments and Contingencies.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Underwriting Agreement
The
Company granted BTIG a
19
NOTE 6. COMMITMENTS AND CONTINGENCIES (Continued)
Underwriting Agreement (Continued)
The Company paid an underwriting
discount of
On
August 17, 2026, the Company and BTIG amended the underwriting agreement such that, upon consummation of the
Business Combination with FORT, the Deferred Fee will be reduced to $
Representative Shares
The
Company issued to BTIG, the underwriter of the Initial Public Offering,
PIPE Subscription Agreements
Contemporaneously
with the execution of the Merger Agreement, Initial PIPE Investors each entered into the PIPE Subscription
Agreements with the Company, pursuant to which, the Company agreed to issue, and the Initial PIPE Investors
agreed to purchase, Initial PIPE Shares, at a purchase price of $
Contemporaneously with the execution of the Merger Agreement, the Company entered into a letter agreement with the Sponsor, and FORT, pursuant to which, among other things, the Sponsor must use the Incentive Founder Shares to incentivize investors in a transaction financing or secure Trust Account non-redemption arrangements, subject to the terms and conditions therein.
20
NOTE 6. COMMITMENTS AND CONTINGENCIES (Continued)
Pursuant
to the PIPE Subscription Agreements, in connection with the Initial PIPE Investment, the Sponsor will
transfer, for no additional consideration, up to
As
of September 30, 2026, holders of approximately
Donerail Agreement
On
September 29, 2026, the Company entered into an engagement letter with Donerail to provide transaction
advisory services in connection with the FORT Business Combination. In connection therewith, the Sponsor
entered into a securities grant agreement with Donerail pursuant to which Donerail was granted an interest in
the Sponsor relating to
The Company concluded that the award represents share-based payment consideration for services and is accounted for under ASC 718. Because the award is contingent upon the consummation of the Business Combination, the closing of the Business Combination represents a performance condition. Accordingly, compensation cost associated with the award will not be recognized until the performance condition is considered probable of achievement.
The grant date for
the award was determined to be September 29, 2026, the date on which the parties entered into the securities grant agreement and the
substantive terms of the award were established. The estimated grant-date fair value of the award was approximately $
Donerail
is also entitled to a cash fee of $
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares
The
Company is authorized to issue
Ordinary Shares
The
authorized Ordinary Shares include up to (i)
21
NOTE 7. SHAREHOLDERS’ DEFICIT (Continued)
The
Sponsor agreed to forfeit up to an aggregate of
As
of September 30, 2026 and December 31, 2025, there were (i)
Warrants
As of September 30, 2026
and December 31, 2025, there were
Public Warrants
The Company has not
registered Class A Ordinary Shares issuable upon exercise of the Public Warrants. However, the Company has agreed that as soon as
practicable, but in no event later than
Beginning
| ● | In whole and not in part; | |
| ● | At
a price of $ |
22
NOTE 7. SHAREHOLDERS’ DEFICIT (Continued)
| ● | Upon
not less than | |
| ● | if,
and only if, the last sale price of the Class A Ordinary Shares equals or exceeds $ |
Private Placement Warrants
The
Private Placement Warrants are non-redeemable. The Private Placement Warrants may also be exercised for cash
or on a cashless basis. The Private Placement Warrants have terms and provisions that are identical to those
of the Public Warrants, with certain limited exceptions, including that the Private Placement Warrants
(including the Class A Ordinary Shares issuable upon exercise thereof) will not be transferable, assignable or
salable until
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets that are measured at fair value as of September 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | September 30, 2026 | December 31, 2025 | |||||||||
| Assets: | ||||||||||||
| Securities held in Trust Account | 1 | $ | $ | |||||||||
23
NOTE 9. SEGMENT INFORMATION
FASB ASC Topic 280, “Segment Reporting” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The
CODM assesses performance for the single segment and decides how to allocate resources based on net income
that also is reported on the unaudited condensed statements of operations as net income. The measure of
segment assets is reported on the accompanying condensed balance sheets as total assets.
| September 30, 2026 | December 31, 2025 | |||||||
| Trust Account | $ | $ | ||||||
| Cash | $ | $ | ||||||
| For the Three Months Ended September 30, 2026 | For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2026 | For the Nine Months Ended September 30, 2025 | |||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||
| Interest earned on cash and securities held in Trust Account | $ | $ | $ | $ | ||||||||||||
| Interest on operating account | $ | $ | $ | $ |
The CODM reviews interest earned on cash and securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated October 31, 2024, which the Company entered into with Continental, as trustee of the Trust Account.
General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the accompanying unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the accompanying unaudited condensed statements of operations and described within their respective disclosures.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements, other than as follows:
October PIPE Investment
On
October 21, 2026, the Company, FORT and the Sponsor entered into a subscription agreement (the
“October PIPE Subscription Agreement”) with one of the Initial PIPE Investors (the
“October PIPE Investor”), pursuant to which the Company agreed to issue, and
the October PIPE Investor agreed to purchase, an additional
Pursuant
to the October PIPE Subscription Agreement, in connection with the October PIPE Investment, the Sponsor will
transfer, for no additional consideration, up to
Extraordinary General Meeting in Lieu of an Annual Meeting
On October 28, 2026, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (the “2026 EGM”). At the2026 EGM, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Articles to extend the end of the Combination Period from November 4, 2026, to February 4, 2027, or such earlier date as determined by the Company’s board of directors (“Extension Amendment Proposal”).
In connection
with the votes to approve the Extension Amendment Proposal, the holders of
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations, including the Fort Business Combination and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.
Overview
We are a blank check company incorporated in the Cayman Islands on June 18, 2024, for the purpose of effecting a Business Combination. Our Sponsor is Newbury Street II Acquisition Sponsor LLC.
We are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.
Our IPO Registration Statement became effective on October 31, 2024. On November 4, 2024, we consummated our Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-half of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $172,500,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 648,375 Private Placement Units to the Sponsor and BTIG in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $6,483,750. Of those 648,375 Private Placement Units, the Sponsor purchased 484,500 Private Placement Units and BTIG purchased 163,875 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement.
Following the closing of the Initial Public Offering and Private Placement, the amount of $173,362,500 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit account, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We have until February 4, 2027 (27 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we 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, 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 and not previously released to us to pay taxes, if any, 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 our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.
25
Recent Developments
Business Combination Agreement and FORT Business Combination
The below subsection describes the material provisions of the Merger Agreement (as defined below) and related agreements, but does not purport to describe all the terms thereof. This summary of the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Report and is incorporated by reference herein, the disclosures in Note 1. Description of Organization and Business Combination in the financial statements in this this Quarterly Report on Form 10-Q and the current reports on Form 8-K filed by the Company on August 18, 2026, September 30, 2026 and October 22, 2026. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the Merger Agreement.
On August 17, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fort Robotics, Inc. (“FORT”), a Delaware corporation and Hugo Merger Sub Inc.(“Merger Sub”), a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, FORT will merge with and into Merger Sub, with FORT surviving the merger as a wholly owned subsidiary of the Company (“FORT Business Combination”). For more information about the Merger Agreement and related agreements, see Item 1. Financial Statements.
Extraordinary General Meeting in Lieu of an Annual Meeting
On October 28, 2026, the Company held the 2026 EGM. At the 2026 EGM, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Articles to extend the end of the Combination Period from November 4, 2026 to February 4, 2027, or such earlier date as determined by the Company’s board of directors (“Extension Amendment Proposal”).
In connection with the votes to approve the Extension Amendment Proposal, the holders of 14,203,466 Class A Ordinary Shares included as part of the units in the IPO (the “Public Shares”) properly exercised their right to redeem such shares for cash at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $154.3 million (the “Meeting Redemptions”). Following the Meeting Redemptions, there are 3,046,534 Public Shares currently issued and outstanding.
26
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 18, 2024 (inception) through September 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect 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.
For the three months ended September 30, 2026, we had a net income of $889,677, which consists of interest earned on cash and securities held in the Trust Account of $1,691,056, interest on the operating account of $2,611 and general and administrative costs of $803,990, mainly driven by legal costs.
For the three months ended September 30 2025, we had a net income of $1,732,107, which consists of interest earned on cash and securities held in the Trust Account of $1,862,239, interest on the operating account of $10,185 and general and administrative costs of $140,317.
For the nine months ended September 30, 2026, we had a net income of $2,587,226, which consists of interest earned on cash and securities held in the Trust Account of $4,913,790, interest on the operating account of $12,935 and general and administrative costs of $2,339,499.
For the nine months ended September 30 2025, we had a net income of $5,102,832, which consists of interest earned on cash and securities held in the Trust Account of $5,529,558, interest on the operating account of $33,637 and operating costs of $460,363.
Liquidity, Capital Resources and Going Concern
Our liquidity needs through November 4, 2024 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through September 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.
Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $173,362,500 was placed in the Trust Account. We incurred fees of $10,113,129, consisting of $3,450,000 of cash underwriting fee, $6,037,500 of Deferred Fee, and $625,629 of other offering costs.
As of September 30, 2026, we had a working capital deficit of $(1,577,601) and a working capital of $748,963 as of December 31, 2025. As of September 30, 2026 and December 31, 2025, we had $172,928 and $772,506 of cash in our operating account, respectively.
As of September 30, 2026, we had cash and securities held in the Trust Account of $186,761,164 (including $13,398,664 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
27
IPO Promissory Note
Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2025 or the completion of our Initial Public Offering. The loan of $213,706 was fully repaid upon the consummation of our Initial Public Offering on November 4, 2024. No additional borrowing is available under the IPO Promissory Note.
Due from Sponsor
On November 4, 2024, we repaid $25,000 to the Sponsor in excess of the IPO Promissory Note. On March 20, 2026 and September 26, 2025, we paid tax and accounting expenses on behalf of the Sponsor of $5,580 and $7,590, respectively. As of September 30, 2026 and December 31, 2025, $38,560 and $32,590, respectively, were due to be repaid to us from the Sponsor on demand.
Working Capital Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of September 30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.
Going Concern
If the Business Combination is not consummated, we will need to raise additional capital through loans or additional investments from our Sponsor or an affiliate of the Sponsor, or our officers and directors. Our officers, directors and the Sponsor may, but are not obligated to, loan us funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
In accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” are issued.
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Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Support Agreement
Commencing on November 1, 2024, and until the completion of our Business Combination or liquidation, we pay an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three months ended September 30, 2026 and 2025, we incurred and paid $30,000, for these services and for the nine months ended September 30, 2026 and 2025, we incurred and paid $90,000 for these services. These amounts are included in the general and administrative costs on the unaudited condensed statements of operations of the unaudited financial statements included in this Report under “Item 1. Financial Statements.”
Underwriting Agreement and Representative Shares
We granted BTIG a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any. On November 4, 2024, BTIG fully exercised their Over-Allotment Option.
BTIG is entitled to the Deferred Fee of 3.5% of the gross proceeds of the Initial Public Offering, or $6,037,500, payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination pursuant to the Underwriting Agreement.
We also issued to BTIG, the underwriter for the Initial Public Offering, 100,000 Class A Ordinary Shares in connection with the Initial Public Offering. We accounted for such Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit. BTIG has agreed not to transfer, assign or sell any such Representative Shares without our prior consent until the completion of the initial Business Combination. In addition, the Representative Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and were, accordingly, subject to certain transfer restrictions or a period of 180 days beginning at the Initial Public Offering. Furthermore, BTIG agreed (and any of its designees to whom the Representative Shares are issued will agree) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a Business Combination within the Combination Period.
Pursuant to an amendment to the Underwriting agreement entered into on August 17, 2026, the Deferred Fee payable to BTIG upon consummation of the Business Combination would be reduced to $2.0 million. The amendment is contingent upon the closing of the FORT Business Combination.
Business Combination Related Arrangements
Donerail Agreement
On September 29, 2026, the Company entered into an engagement letter with Donerail Group & Co LLC (“Donerail“) to provide transaction advisory services in connection with the FORT Business Combination. In connection therewith, the Sponsor entered into a securities grant agreement with Donerail pursuant to which Donerail was granted an interest in the Sponsor relating to 599,166 Class A Units of the Sponsor. Each Class A Unit represents an indirect interest in one Class B ordinary share of the Company and is subject to and contingent upon the consummation of the FORT Business Combination.
Donerail is also entitled to a cash fee of $350,000 upon the consummation of the FORT Business Combination. In addition, the Company is required to reimburse certain legal fees and disbursements incurred by Donerail in connection with the engagement, up to a maximum amount of $75,000. Such amounts are payable only upon the consummation of the Business Combination.
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Registration Rights Agreement
The holders of (i) the Founder Shares, (ii) Representative Shares, (iii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our 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 earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (x) one year after the completion of the initial Business Combination or subsequent to the initial Business Combination (i) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Public Shares for cash, securities or other property, (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants were subject to transfer restriction for 180 days following the filing of the prospectus for the Initial Public Offering.
On August 17, 2026, contemporaneously with the execution and delivery of the Merger Agreement, the Company, the Sponsor, FORT and the other parties thereto entered into the Letter Agreement Amendment. Pursuant to the Letter Agreement Amendment, effective upon and subject to the consummation of the transactions contemplated by the Merger Agreement, (i) up to 2,038,424 Founder Shares that are actually used to secure commitments for the Initial PIPE Financing, any Additional Transaction Financing, and any transactions or arrangements entered into by the Company to secure commitments from public shareholders not to redeem their Company shares at or prior to the Closing, or other arrangements having a similar effect, and consummated prior to the Closing, will be released from the lock-up, and (ii) an additional 118,196 Founder Shares will be released from the lock-up. Accordingly, up to an aggregate of 2,156,620 Founder Shares may be released from the lock-up at the Closing, including only such portion of the 2,038,424 Founder Shares actually used for the specified financing and non-redemption arrangements. If the Merger Agreement is terminated prior to the Closing, the Letter Agreement Amendment will automatically terminate and be of no further force or effect.
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Critical Accounting Estimates and Policies
We have identified the following as our critical accounting policies. See Note 2—“Summary of Significant Accounting Policies” of our unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” for additional information regarding these critical accounting policies and other significant accounting policies.
Use of Estimates
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity.
Class A Ordinary Shares Subject to Possible Redemption
We account for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity”. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets included in this Report under “Item 1. Financial Statements”.
Net Income Per Ordinary Share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per Ordinary Share is computed by dividing net income applicable to shareholders by the weighted average number of Ordinary Shares outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net income pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.
Donerail Award and Transaction Fee
Management applies significant judgment in accounting for the Sponsor interest granted to Donerail and the related transaction advisory arrangements. Significant estimates include the determination of grant-date fair value and the assessment of whether the business combination performance condition is probable of achievement. Changes in these judgments could materially affect the timing and amount of compensation and transaction-related expense recognized in future periods.
Recent Accounting Standards
Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements”.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2026.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarterly period ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2025, March 31, 2026 and June 30, 2026, as filed with the SEC on November 14, 2025, May 12, 2026 and August 12, 2026. For risk factors relating to the Fort Business Combination, please see the Registration Statement on Form S-4, when available. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Our Public Shareholders’ exercise of redemption rights with respect to a large number of Public Shares may affect our ability to complete an initial Business Combination in the most desirable manner that will optimize the capital structure of the combined company, or at all.
Over the past two years, the redemption rate of shares held by Public Shareholders of SPACs at the time of a shareholder meeting that approves an amendment to the articles of the SPAC or the initial Business Combination of the SPAC has been very high, thereby increasing the likelihood that we, too, may be subject to significant redemptions that may affect our ability to complete an initial Business Combination.
In connection with the 2026 EGM, 14,203,466 Public Shares were redeemed at a price per Public Share of approximately $10.85, thereby reducing the number of outstanding Public Shares to 3,046,534 and reducing the total amount held in the Trust Account.
Due to the high rates of redemptions of Public Shares in connection with shareholder votes on extensions or Business Combinations of SPACs, we may need to rely upon significant PIPE or other outside financing to provide cash to our post-Business Combination company. Obtaining financing in connection with initial Business Combinations of SPACs has in recent times been very difficult, with many financings available only on terms that are onerous to the surviving company of the Business Combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the Sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial Business Combination. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The above considerations may limit our ability to complete a Business Combination in the most desirable manner that will optimize the capital structure of the combined company, or at all..
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
However, on October 28, 2026, we held the 2026 EGM and our shareholders approved, among other things, the Extension Amendment, which extended the Combination Period from November 4, 2026 (which was 24 months from the closing of the Initial Public Offering) to February 4, 2027 (or such earlier date as determined by the Board). In connection with the vote to approve the Extension Amendment, Public Shareholders holding 14,203,466 Public Shares properly exercised their right to redeem such Public Shares for a pro rata portion of the funds in the Trust Account. We paid cash in the aggregate amount of $154.3 million or approximately $10.85 per share to such redeeming Public Shareholders in the Meeting Redemptions.
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Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and the Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on December 16, 2024. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Director Nominations
There have been no material changes to the procedures by which our security holders may recommend nominees to our Board since we reported such procedures in the 2025 Annual Report.
Trading Arrangements
During the quarterly period ended September 30,
2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
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Additional Information
None.
Director Nominations
There have been no material changes to the procedures by which our security holders may recommend nominees to our Board since we reported such procedures in the 2025 Annual Report.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| * | Filed herewith. |
| ** | Furnished herewith. |
| + | Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
| (1) | Incorporated herein by reference to the relevant exhibit in the Company’s Current Report on Form 8-K, as filed with the SEC on August 18, 2026. |
| (2) | Incorporated herein by reference to the relevant exhibit in the Company’s Current Report on Form 8-K, as filed with the SEC on September 30, 2026. |
35
SIGNATURES
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 thereunto duly authorized.
| Date: November 4, 2026 | NEWBURY STREET II ACQUISITION CORP | |
| By: | /s/ Thomas Bushey | |
| Name: | Thomas Bushey | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: November 4, 2026 | By: | /s/ Jake Gudoian |
| Name: | Jake Gudoian | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
36
Exhibit 31.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas Bushey, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Newbury Street II Acquisition Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 4, 2026 | By: | /s/ Thomas Bushey |
| Thomas Bushey | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a)
UNDER THE
SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jake Gudoian, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Newbury Street II Acquisition Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 4, 2026 | By: | /s/ Jake Gudoian |
| Jake Gudoian | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Newbury Street II Acquisition Corp (the “Company”) for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Bushey, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: November 4, 2026 | By: | /s/ Thomas Bushey |
| Thomas Bushey | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF THE
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Newbury Street II Acquisition Corp (the “Company”) for the quarterly period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jake Gudoian, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: November 4, 2026 | By: | /s/ Jake Gudoian |
| Jake Gudoian | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |