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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): October 28, 2026
Newbury Street II Acquisition Corp
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42391 |
|
98-1797287 |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
121 High Street, Floor 3
Boston, Massachusetts 02110
(Address
of principal executive offices, including 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
5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
October 28, 2026, Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), held an extraordinary
general meeting of shareholders in lieu of an annual general meeting of shareholders (the “Meeting”). The final prospectus
filed with the U.S. Securities and Exchange Commission by the Company on November 1, 2024 and the Company’s amended and restated
memorandum and articles of association (as amended and currently in effect, the “Articles”) provided that the Company
initially had until November 4, 2026 (the date that was 24 months after the consummation of the Company’s initial public offering
on November 4, 2024 (the “IPO”)) to complete a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and
such period, the “Combination Period”). On October 28, 2026, at the Meeting, the Company’s shareholders approved,
among other things, an amendment to the Articles (the “Extension Amendment”) 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 (the “Board”).
Under
the law of the Cayman Islands, upon approval of the Extension Amendment Proposal (as defined below) by the affirmative vote of a majority
of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A ordinary shares, par value $0.0001 per
share (the “Class A Ordinary Shares”), and (ii) Class B ordinary shares, par value $0.0001 per share (the “Class
B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”) voting as a single
class, who, being entitled to do so, voted in person or by proxy at the Meeting, the Extension Amendment became effective.
The
foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which
is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolution, the Extension Amendment
to extend the date by which the Company must consummate a Business Combination from November 4, 2026 to February 4, 2027, or such earlier
date as determined by the Board (the “Extension Amendment Proposal”).
Also
at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection
by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting
firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” and together with the Extension Amendment
Proposal, the “Proposals”).
The
Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 15,339,451 |
|
292,327 |
|
325 |
|
0 |
The
Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For |
|
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 15,389,451 |
|
242,327 |
|
325 |
|
0 |
A
proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further
solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of
any of the Proposals was not presented because there were enough votes to approve the Proposals.
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.
The
Meeting was 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 was required to hold its first annual meeting of shareholders on or
prior to December 31, 2026. Because the Meeting did not technically constitute an “annual general meeting” under Cayman Islands
law, the terms of the Company’s Class I directors did not expire at the Meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description
of Exhibits |
| 3.1 |
|
Amendment to Amended and Restated Memorandum and Articles of Association of the Company. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
November 3, 2026 |
|
|
