FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

Press release · 2025-05-15 18:13

Newbury Street II Acquisition Corp. (NTWO) filed its Form 10-Q for the quarterly period ended March 31, 2025. The company reported a net loss of $1.4 million, or $0.08 per share, for the quarter. As of March 31, 2025, NTWO had cash and cash equivalents of $14.4 million and a total stockholders’ equity of $14.3 million. The company did not have any revenue for the quarter, as it has not yet completed a business combination. NTWO’s expenses for the quarter were primarily related to general and administrative costs, including salaries, rent, and professional fees. The company’s management believes that its current cash resources will be sufficient to fund its operations for at least the next 12 months.

Overview

We are a blank check company incorporated in the Cayman Islands on June 18, 2024, formed for the purpose of effecting a Business Combination. We intend to use the cash derived from the proceeds of our Initial Public Offering and Private Placement to complete our initial Business Combination.

We expect to incur significant costs in the pursuit of our acquisition plans, but there is no assurance that our plans to complete an initial Business Combination will be successful. The SEC has also adopted additional rules and regulations relating to SPACs in 2024, which may materially affect our ability to negotiate and complete our initial Business Combination and increase the costs and time related thereto.

Results of Operations

We have not engaged in any operations or generated any revenues to date. Our activities have been limited to organizational activities and those necessary to prepare for and consummate the Initial Public Offering. We do not expect to generate any operating revenues until after the completion of our Business Combination.

For the three months ended March 31, 2025, we had a net income of $1,685,254, which consists of interest earned on marketable securities held in the Trust Account, interest on our operating account, and operating costs.

Factors That May Adversely Affect our Results of Operations

Our results of operations and ability to complete an initial Business Combination may be adversely affected by various factors, including:

Downturns in the financial markets or economic conditions
Increases in oil prices, inflation, or interest rates
Increases in tariffs, supply chain disruptions, or declines in consumer confidence and spending
Public health considerations and geopolitical instability

We cannot predict the likelihood, duration, or magnitude of these events and their potential negative impact on our business and ability to complete an initial Business Combination.

Liquidity and Capital Resources

Prior to the Initial Public Offering, our only source of liquidity was proceeds from an initial purchase of Class B Ordinary Shares by the Sponsor and loans from the Sponsor pursuant to the IPO Promissory Note.

On November 4, 2024, we consummated the Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units, generating gross proceeds of $172,500,000. Simultaneously, we consummated the sale of 648,375 Private Placement Units to the Sponsor and BTIG, generating gross proceeds of $6,483,750.

Following the Initial Public Offering and Private Placement, a total of $173,362,500 was placed in the Trust Account. We incurred $10,113,129 in offering expenses, consisting of underwriting fees, Deferred Discount, and other offering costs.

As of March 31, 2025, we had cash of $1,128,699 held outside the Trust Account, which we use to identify and evaluate target businesses, perform due diligence, and structure, negotiate, and complete an initial Business Combination.

We may need to obtain additional financing to complete our initial Business Combination or if we become obligated to redeem a significant number of our Public Shares. The Sponsor or certain of our officers and directors or their affiliates may provide Working Capital Loans for this purpose.

Contractual Obligations

We have the following contractual obligations:

Administrative Support Agreement: We pay an affiliate of our Sponsor $10,000 per month for certain office space, utilities, and administrative support.
Underwriting Agreement: We paid a 2.0% underwriting discount at the closing of the Initial Public Offering and are obligated to pay an additional 3.5% Deferred Discount upon completion of the initial Business Combination.

Critical Accounting Estimates

As of March 31, 2025, we did not have any critical accounting estimates or policies to be disclosed.

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, which requires additional segment-related disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards would have a material effect on our financial statements.