Welcome to our dedicated page for Newbury Street II Acquisition SEC filings (Ticker: NTWO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Newbury Street II Acquisition Corp (NASDAQ: NTWO) is a blank check company in the Financial Services sector, classified in the Shell Companies industry. As a blank check entity organized to pursue a business combination, its SEC filings, when available, are an important source of information about its structure, capital, governance and progress toward identifying and completing a transaction.
On this page, Stock Titan connects to real-time updates from the SEC’s EDGAR system so users can review Newbury Street II Acquisition Corp’s regulatory disclosures as they are filed. For a company like NTWO, key documents typically include registration statements and periodic reports that describe its blank check structure and any steps taken toward a business combination. Over time, filings may also detail shareholder votes, transaction agreements and other material developments related to a potential merger or similar combination.
AI-powered tools on this page are designed to help readers interpret complex regulatory language. When Newbury Street II Acquisition Corp files annual reports on Form 10-K or quarterly reports on Form 10-Q, AI-generated highlights can point to sections that explain its business purpose, risk factors and any disclosed progress on combination efforts. If the company submits current reports on Form 8-K or other transaction-related filings, AI summaries can help clarify the significance of those events.
Users can also review insider-related filings such as Form 4, if and when they are submitted, to see reported transactions by directors or certain shareholders. Together, these tools make it easier to understand how Newbury Street II Acquisition Corp’s regulatory history reflects its activities as a blank check company focused on a future business combination.
Newbury Street II Acquisition Corp (NTWO) and Fort Robotics, Inc. describe a proposed business combination that will be submitted to Newbury Street II Acquisition Corp shareholders for approval. Newbury Street II Acquisition Corp plans to file a registration statement on Form S-4, which will include a proxy statement/prospectus/consent solicitation statement covering the shareholder vote and the issuance of securities to FORT stockholders.
The communication emphasizes that shareholders and other interested persons should review the proxy statement/prospectus/consent solicitation statement and related SEC filings when available, as these will contain important information about Newbury Street II Acquisition Corp, FORT and the transaction. It includes extensive forward-looking statement language outlining expectations for FORT’s technology, commercialization, customer adoption and regulatory environment, while listing numerous risks that could cause actual results to differ materially, including technical, market, financing, regulatory and transaction-completion risks. The communication also clarifies that it is not an offer or solicitation to buy or sell securities and that any offering must be made only by a prospectus meeting Securities Act requirements.
Newbury Street II Acquisition Corp entered into a definitive merger agreement to combine with Fort Robotics, Inc. After a Domestication to Delaware, Fort Robotics will merge into a Newbury Street II subsidiary and become a wholly owned subsidiary of the renamed Fort Robotics Holdings, Inc.
Fort Robotics security holders will receive Newbury Street II common stock valued at an aggregate $500,000,000, based on a $10.00 per-share value, plus additional shares tied to the conversion of certain Permitted SAFEs. Existing Fort options will be assumed and converted into options on Newbury Street II stock, while most other Fort convertible securities will terminate at closing.
The transaction is supported by a committed PIPE financing of 3,125,000 shares at $10.00 per share for $31.25 million, and includes sponsor promote modifications, founder-share forfeitures and earnouts, lock-ups on key Fort holders, and a reduction of deferred IPO underwriting fees from $6,037,500 to $2,000,000. Closing is subject to shareholder approvals, effectiveness of a Form S‑4, exchange listing approvals and customary conditions, with an outside date of May 17, 2027.
Newbury Street II Acquisition Corp. agreed to merge with FORT Robotics, Inc. in a stock-for-stock business combination. FORT shareholders will receive Newbury Street II common stock valued at $500,000,000 in total, with each share valued at $10.00, plus additional shares for certain SAFE conversions.
Before closing, Newbury Street II will domesticate from the Cayman Islands to Delaware, then its merger subsidiary will combine with FORT, which will become a wholly owned subsidiary; the public company is expected to be renamed Fort Robotics Holdings, Inc. The deal is subject to shareholder approvals, SEC effectiveness of a Form S‑4, HSR clearance, Nasdaq/NYSE listing approval, and no continuing Material Adverse Effect.
The parties put in place related voting, lock-up, non‑competition, registration rights, sponsor support and PIPE subscription agreements, including a private placement of 3,125,000 shares at $10.00 per share for $31.25 million, and reduced deferred underwriting commissions from $6,037,500 to $2,000,000. Termination rights include an Outside Date of May 17, 2027.
Newbury Street II Acquisition Corp’s Class A ordinary shares are the subject of an amended Schedule 13G filed jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The filing reports beneficial ownership of 736,806 Class A shares, representing 4.1% of the class.
Both entities report 0 shares with sole voting or dispositive power and 736,806 shares with shared voting and shared dispositive power. The Goldman Sachs Group, Inc. files as a parent holding company, with Goldman Sachs & Co. LLC, a registered broker-dealer and investment adviser, as the subsidiary that owns or may be deemed to beneficially own the securities. The filing also discloses standard disclaimers of beneficial ownership for certain client accounts and investment entities.
Newbury Street II Acquisition Corp, a Cayman Islands SPAC, reported total assets of $185.6 million as of June 30, 2026, including $185.1 million in a Trust Account invested in Treasury-focused money market funds. Current assets outside the Trust totaled $0.5 million, against current liabilities of $1.3 million, resulting in a working capital deficit of $(776,222) and an accumulated deficit of $(6.8 million).
For the six months ended June 30, 2026, the company recorded net income of $1.7 million, driven by $3.2 million of interest on Trust investments, partly offset by $1.5 million in general and administrative costs, mainly legal expenses. Management states it has not yet entered into a definitive agreement for a business combination and will generate no operating revenue until one is completed. The charter provides until November 4, 2026 to consummate an initial business combination, after which the SPAC must liquidate and redeem public shares. Management concludes that the working capital deficit and mandatory liquidation deadline raise substantial doubt about the company’s ability to continue as a going concern.
Newbury Street II Acquisition Corp, a blank check company, reported net income of $1.39 million for the three months ended March 31, 2026, driven entirely by interest on IPO proceeds held in its trust account. The trust held $183.45 million, while cash outside the trust was $497,393, giving working capital of $536,236 to fund ongoing search and deal costs. General and administrative expenses rose to $219,150 as the company continued evaluating potential merger targets but had not yet signed a business combination agreement. The filing highlights that Newbury Street II must complete a business combination by November 4, 2026 or liquidate the trust and return funds to public shareholders, and this mandatory liquidation deadline creates substantial doubt about its ability to continue as a going concern if no deal is finalized in time.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report shared beneficial ownership of Newbury Street II Acquisition Corp Class A ordinary shares. The filing shows 941,519 shares with shared voting and dispositive power and indicates a 5.2% stake in the class. The submission includes a joint filing agreement and exhibits clarifying parent/subsidiary reporting relationships and the reporting units whose holdings are reflected.
Newbury Street II Acquisition Corp, a Cayman Islands blank check company, filed its annual report describing its structure, cash position and search for a merger target. The SPAC raised $172.5 million from 17,250,000 public units and $6.48 million from 648,375 private placement units, placing $173.36 million in a trust account initially.
As of December 31, 2025, funds in the trust account were about $181.85 million, or $10.54 per public share, and public shareholders will be able to redeem at completion of a business combination or certain charter amendments. The company must complete a business combination by November 4, 2026 or liquidate, and discloses substantial doubt about its ability to continue as a going concern if no transaction occurs. The filing also highlights significant potential dilution from founder shares and warrants, strict redemption limits for large holders, and reliance on third parties for cybersecurity despite holding substantial cash and investments.
Newbury Street II Acquisition Corp (NTWO), a Cayman Islands SPAC, reported Q3 2025 results driven entirely by interest on its IPO trust while it continues to search for a merger target. As of September 30, 2025, total assets were $181.2 million, including $180.1 million held in the trust account and $949,601 of cash outside the trust to fund expenses.
For the three months ended September 30, 2025, the company generated net income of $1,732,107, mainly from $1,862,239 of interest on trust investments, partially offset by $140,317 of general and administrative costs. Nine‑month net income was $5,102,832 on trust interest of $5,529,558 and operating costs of $460,363.
There were 17,250,000 Class A ordinary shares classified as redeemable at $10.44 per share and a shareholders’ deficit of $5.1 million, typical of the SPAC structure. The company has until November 4, 2026 to complete a business combination and discloses that this deadline raises substantial doubt about its ability to continue as a going concern if no deal is completed.
Newbury Street II Acquisition Corp is a blank-check company formed to complete a business combination. As of June 30, 2025, the company held $178,247,654 in a Trust Account invested in money market funds backing the Public Units and had total assets of $179,480,894. Cash outside the Trust Account was $1,065,294, with working capital of $1,063,749. The Trust Account was funded with $173,362,500 from the IPO and private placement proceeds.
The company reported net income of $1,685,471 for the three months and $3,370,725 for the six months ended June 30, 2025, driven primarily by interest income on Trust Account investments ($1,839,175 and $3,667,319, respectively) versus operating costs of $164,940 and $320,046. Total liabilities were $6,172,324, including a deferred underwriting fee of $6,037,500. There were 17,250,000 Class A shares subject to possible redemption (redemption value $10.33 per share) and 8,949,188 warrants outstanding. Management has not identified a business combination target and governance changes occurred on May 28, 2025 with the board chair resigning and two new directors appointed.