Newbury Street II sets October 8 proposal deadline

Under the company’s articles and Cayman Islands law, no business beyond what is listed in the definitive EGM proxy statement may be transacted.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Newbury Street II Acquisition Corp (NTWO) announced an extraordinary general meeting in lieu of an annual general meeting; its date and time will be stated in the definitive proxy statement. Shareholders must deliver proposals to the company c/o Chief Executive Officer Thomas Bushey by October 8, 2026, and proposals must comply with Cayman Islands law, SEC rules and the company’s articles.

The meeting will be held in part to satisfy the requirement to hold the first annual meeting by December 31, 2026. Because the EGM does not technically constitute an annual general meeting under Cayman Islands law, Class I director terms will not expire at the special meeting.

Insights

Analyzing...

8-K Event Classification

2 items: 5.08, 8.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shareholder proposal deadline: October 8, 2026 First annual meeting deadline: December 31, 2026 Warrant exercise price: $11.50 per share +2 more

5 metrics

Shareholder proposal deadline October 8, 2026 Deadline to deliver proposals for the EGM

First annual meeting deadline December 31, 2026 The company is required to hold its first annual meeting on or before this date

Warrant exercise price $11.50 per share Each whole warrant is exercisable for one Class A ordinary share

Class A ordinary share par value $0.0001 per share Share class listed in the securities table

Unit composition 1 Class A ordinary share and one-half of one redeemable warrant Each NTWOU unit

Key Terms

extraordinary general meeting, Amended and Restated Articles, Listing Rule 5620(a), Class I directors, +1 more

5 terms

extraordinary general meeting technical

"an extraordinary general meeting in lieu of an annual general meeting"

Amended and Restated Articles technical

"pursuant to the Company’s amended and restated memorandum and articles"

Listing Rule 5620(a) regulatory

"annual meeting requirement pursuant to Listing Rule 5620(a)"

Class I directors technical

"the terms of the Company’s Class I directors"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

redeemable warrant financial

"one-half of one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the NTWO shareholder proposal deadline?

Shareholders must deliver proposals to the company c/o Chief Executive Officer Thomas Bushey by October 8, 2026. Proposals must comply with Cayman Islands law, SEC rules and the company’s articles.

When will NTWO hold its extraordinary general meeting?

The meeting date and time will be set forth in the company’s definitive proxy statement for the EGM.

Will NTWO’s Class I director terms expire at the EGM?

No. The EGM does not technically constitute an annual general meeting under Cayman Islands law, so the Class I directors’ terms will not expire at the special meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 05:29 PM Accepted by SEC EDGAR 09/28/2026 - 05:28 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2026

Newbury Street II Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42391		87-1797287
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

121 High Street, Floor 3, Boston, MA		02110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 334-2805

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	NTWOU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	NTWO	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	NTWOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.08. Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01 Other Events.

On September 28, 2026, Newbury Street II Acquisition Corp (the “Company”) announced that an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “EGM”) will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105. The date and time of the Meeting will be as set forth in the Company’s definitive proxy statement for the EGM to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Pursuant to the Company’s amended and restated memorandum and articles of association currently in effect, and as amended (the “Amended and Restated Articles”), shareholders seeking to bring business before the EGM must deliver such proposals to the Company at: Newbury Street II Acquisition Corp, c/o Thomas Bushey, 121 High Street, Floor 3, Boston, MA 02110, no later than October 8, 2026. Any shareholder proposal must also comply with the requirements of the law of the Cayman Islands, the rules and regulations promulgated by the SEC and the Amended and Restated Articles. Under the Amended and Restated Articles and the law of the Cayman Islands, no business other than as set forth in the Company’s definitive proxy statement for the EGM to be filed with the SEC may be transacted at the EGM.

The EGM is to be held, in part, to satisfy the annual meeting requirement pursuant to Listing Rule 5620(a) (the “Rule”) of The Nasdaq Stock Market LLC. Pursuant to the Rule, the Company is required to hold its first annual meeting of shareholders on or prior to December 31, 2026. Because the EGM does not technically constitute an “annual general meeting” under Cayman Islands law, the terms of the Company’s Class I directors will not expire at the Special Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Newbury Street II Acquisition Corp

	By:	/s/ Thomas Bushey
	Name:	Thomas Bushey
	Title:	Chief Executive Officer

Dated: September 28, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents