Newbury Street II Acquisition Corp

DEF 14A 1 ntwo2def14a100826.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Boston, Ma 02110

LETTER TO SHAREHOLDERS

Dear Newbury Street II Acquisition Corp Shareholder:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) of Newbury Street II Acquisition Corp, a Cayman Islands exempted company (the “Company”), which will be held on October 28, 2026, at 10:00 AM Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned. You will be permitted to attend the Meeting in person at the offices of Ellenoff Grossman & Schole LLP if you reserve your attendance at least two business days in advance of the Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Wei Wang, Esq., 1345 Avenue of the Americas, New York, New York, 10105.

Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. You will be able to vote your shares by submitting a proxy card or online by visitingwww.cstproxyvote.com.

The accompanying proxy statement (the “Proxy Statement”) is dated October 9, 2026 and is first being mailed to shareholders of the Company on or about October 12, 2026. The accompanying Proxy Statement describes the business the Company will conduct at the Meeting and provides information about the Company that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting on the following proposals (the “Proposals”):

1. Proposal One — Extension Amendment Proposal— To approve, by way of special resolution, an amendment to the Company’s amended and restated memorandum and articles of association currently in effect (the “Amended and Restated Articles”) to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”) for a three-month period from November 4, 2026 to February 4, 2027 (or such earlier date as determined by the Company’s board of directors (“Board”)) (the “Extension,” and such later date, the “Extended Date”) (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”);

2. Proposal Two — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the Board’s audit committee of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

3. Proposal Three — Adjournment Proposal— To approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing Proposals (the “Adjournment Proposal”).

Each of the Proposals is more fully described in the accompanying Proxy Statement; please take the time to read carefully each of the Proposals before you vote. In addition to considering and voting on the foregoing Proposals, members of the Company’s management (the “Management”) will be available at the Meeting to discuss the financial statements of the Company for the fiscal year ended December 31, 2025 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 6, 2026 (the “2025 Annual Report”), and answer questions of shareholders regarding the Company’s current affairs.

The Company’s final prospectus filed in connection with the Company’s initial public offering that was consummated on November 4, 2024 (the “IPO”), which was filed with the SEC on November 1, 2024(File No. 333-281456) and the Amended and Restated Articles provide that the Company has until November 4, 2026 (24 months after the consummation of the IPO) to complete a Business Combination.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete the proposed transactions (the “Fort Robotics Business Combination”) pursuant to that certain agreement and plan of merger (as amended, the “Merger Agreement”), dated as of August 17, 2026, that the Company entered into with (i) Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and (ii) Fort Robotics, Inc., a Delaware corporation. For more information on the Fort Robotics Business Combination, see the Company’s Current Report on Form 8-K filed with the SEC on August 18, 2026.

While the Company currently has until November 4, 2026 to consummate a Business Combination (the “Combination Period”), and the Company is using its best efforts to complete the Fort Robotics Business Combination as soon as practicable, the Board believes that there will likely not be sufficient time before November 4, 2026 to complete the Fort Robotics Business Combination. Accordingly, the Board believes that in order to be able to consummate the Fort Robotics Business Combination, the Company will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that the Company might not, despite its best efforts, be able to complete the Fort Robotics Business Combination or another initial Business Combination on or before November 4, 2026. If that were to occur, the Company would be precluded from completing the Fort Robotics Business Combination or another initial Business Combination and would be forced to liquidate even if its shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of the Company to extend the date by which the Company has to consummate the Fort Robotics Business Combination (or if the Fort Robotics Business Combination is not consummated, another initial Business Combination) to the Extended Date in order for its shareholders to have the opportunity to participate in the Company’s future investment. The Company cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemptions (as defined below), if the Extension Amendment Proposal is effective, and the amount remaining in the Trust Account may be significantly less than the approximately $186,877,506 that was in the Trust Account as of October 7, 2026.

If the Extension Amendment Proposal is approved, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of shareholder approval of the Fort Robotics Business Combination), the Company intends to complete the Fort Robotics Business Combination as soon as possible, and in any event, on or before the Extended Date. However, there is no assurance that the Company will be able to consummate the Fort Robotics Business Combination, given the actions that must occur prior to closing of the Fort Robotics Business Combination.

As contemplated by the Amended and Restated Articles, the holders (the “Public Shareholders”) of the Class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) included as part of the units (and the shares included within, the “Public Shares”) sold in the IPO may elect (the “Election”) to redeem their Public Shares in connection with the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined below) (the “Trust Account”), including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law (the “Extension Redemptions”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Articles, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date in accordance with the terms of the Amended and Restated Articles. Such redemption rights are not available to our Sponsor and the officers and directors of the Company.

The Sponsor currently holds (i) all 6,118,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares), and (ii) 484,500 units (the “Private Placement Units”), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the “Private Placement”). BTIG, LLC (“BTIG”), the underwriter in the IPO (the “Underwriter”), currently holds (i) 100,000 Class A Ordinary Shares

purchased by BTIG in connection with the IPO for a purchase price of $100, or $0.001 per share (“Representative Shares”), and (ii) 163,875 Private Placement Units, which were purchased by the Underwriter in the Private Placement. As of the Record Date (as defined below), there were 17,998,375 Class A Ordinary Shares and 6,118,000 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 27.38% of the total issued and outstanding Ordinary Shares.

To make the Election, you must demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to the Company’s transfer agent at least two (2) business days prior to the Meeting (or October 26, 2026). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit/Withdrawal At Custodian system. If your Public Shares are held in an account at a brokerage firm, bank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to make the Election.

As of October 7, 2026, based on funds in the Trust Account of approximately $186,877,506 as of such date, the pro rata portion of the funds available in the Trust Account for the Extension Redemptions was approximately $10.833 per Public Share (before taking into account the removal of the interest in the Trust Account to pay the Company’s taxes, if any). The closing price of the Class A Ordinary Shares as reported on the Global Market tier of The Nasdaq Stock Market LLC on October 7, 2026 was $10.82. The Company cannot assure Public Shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. The Company believes that such redemption right enables its Public Shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the Business Combination on or before November 4, 2026.

If the Extension Amendment Proposal is approved, the Board will have the right, without any further action by the Company’s shareholders, to decide to liquidate the Company at any time prior to February 4, 2027.

The Adjournment Proposal, if adopted, will allow the Chairman of the Meeting to adjourn the Meeting to a later date or dates, to permit further solicitation of proxies.

If the Extension Amendment Proposal is not approved, or the Company is otherwise unable to complete the Extension, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Articles, 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, subject to lawfully available funds, 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 Trust Account (which interest shall be net of taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor and the Company’s officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

The Board has fixed the close of business on September 14, 2026 as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof (the “Record Date”). Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.

You are not being asked to vote on the Fort Robotics Business Combination at this time. If the Extension Amendment Proposal is approved, and you do not elect to redeem your Public Shares in the Extension Redemptions, provided that you are a shareholder on the record date for a meeting to consider the Fort Robotics Business Combination (or another Business Combination if the Fort Robotics Business Combination is not consummated), you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.

The Company believes that it is in the best interests of the Company that the (i) Company obtains the Extension, and (ii) selection of Withum as the Company’s independent registered public accounting firm for the year ending December 31, 2026 is ratified. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and, if presented, the Adjournment Proposal, are in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such Proposals.

Under the Amended and Restated Articles, no other business may be transacted at the Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Proposals and the Meeting. Whether or not you plan to attend the Meeting, the Company urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Meeting.

Your vote is very important. Whether or not you plan to attend the Meeting, if you are a shareholder as of the Record Date, please submit your proxy card as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes that are cast by those holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting or any adjournment thereof. The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter. Accordingly, if you fail to vote in person, online or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Proposals are approved by the requisite majorities. Abstentions and broker non-votes will also not be counted for the purpose of determining whether the Proposals are approved by the requisite majorities; however, abstentions and broker non-votes will be considered present for purposes of establishing a quorum. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting in Lieu of an Annual General Meeting of the Shareholders to be held on October 28, 2026: This Notice of Meeting, the 2025 Annual Report, and the accompanying Proxy Statement are available atwww.cstproxy.com/newburystreetiiacquisition/2026.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF

AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Shareholders of Newbury Street II Acquisition Corp:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) of Newbury Street II Acquisition Corp, a Cayman Islands exempted company (“we,” “us,” “our,” or “Company”), will be held on October 28, 2026, at 10:00 AM Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned. You will be permitted to attend the Meeting in person at the offices of Ellenoff Grossman & Schole LLP if you reserve your attendance at least two business days in advance of the Meeting by contacting Ellenoff Grossman & Schole LLP, c/o Wei Wang, Esq., 1345 Avenue of the Americas, New York, New York, 10105. Shareholders will have the opportunity to present questions to the management of the Company (the “Management”) at the Meeting, which is being held, in part, to satisfy the annual meeting requirement of The Nasdaq Stock Market LLC.

You will not be required to attend the Meeting in person in order to vote. You may submit your proxy online by visitingwww.cstproxyvote.com. You are cordially invited to attend the Meeting for the purpose of considering and voting on the following proposals (the “Proposals”):

1. Proposal One — Extension Amendment Proposal— To approve, by way of special resolution, an amendment to our amended and restated memorandum and articles of association currently in effect (the “Amended and Restated Articles”) to extend the date by which we must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”) for a three-month period from November 4, 2026 to February 4, 2027 (or such earlier date as determined by the Company’s board of directors (“Board”)) (the “Extension,” and such later date, the “Extended Date”) (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”). The text of the special resolution to be passed is as follows:

“RESOLVED, as a special resolution, that with immediate effect the Company’s amended and restated memorandum and articles of association be amended by deleting and replacing the existing definition of “Completion Window” in Article 1.1 with the following:

Completion Window means the period of time:

(a)commencing on, and including, the closing date of the IPO; and

(b)ending on the date that is twenty seven (27) months after the closing date of the IPO, such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.”

2. Proposal Two — Auditor Ratification Proposal — To ratify, by way of ordinary resolution, the selection by the Board’s audit committee (the “Audit Committee”) of WithumSmith+Brown, PC (“Withum”) to serve as our independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”); and

3. Proposal Three — Adjournment Proposal— To approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing Proposals (the “Adjournment Proposal”).

Our final prospectus filed in connection with our initial public offering that was consummated on November 4, 2024 (the “IPO”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2024 (File No. 333-281456) (the “IPO Prospectus”) and the Amended and Restated Articles provide that we initially have until November 4, 2026 (24 months after the consummation of the IPO) to complete a Business Combination.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete the proposed transactions (the “Fort Robotics Business Combination”) pursuant to that certain agreement and plan of merger (as amended, the “Merger Agreement”), dated as of August 17, 2026, that the Company entered into with (i) Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Merger Sub”), and (ii) Fort Robotics, Inc., a Delaware corporation (“Fort Robotics”). For more information on the Fort Robotics Business Combination, see the Company’s Current Report on Form 8-K filed with the SEC on August 18, 2026 (the “Fort Robotics Form 8-K”.)

While we currently have until November 4, 2026 to consummate a Business Combination (the “Combination Period”), and we are using our best efforts to complete the Fort Robotics Business Combination as soon as practicable, the Board believes that there will likely not be sufficient time before November 4, 2026 to complete the Fort Robotics Business Combination. Accordingly, the Board believes that in order to be able to consummate the Fort Robotics Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Fort Robotics Business Combination or another initial Business Combination on or before November 4, 2026. If that were to occur, we would be precluded from completing the Fort Robotics Business Combination or another initial Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of our Company to extend the date by which we have to consummate the Fort Robotics Business Combination (or if the Fort Robotics Business Combination is not consummated, another initial Business Combination) to the Extended Date in order for our shareholders to have the opportunity to participate in our future investment. We cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemptions (as defined below), if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be significantly less than the approximately $186,877,506 that was in the Trust Account as of October 7, 2026.

If the Extension Amendment Proposal is approved, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of shareholder approval of the Fort Robotics Business Combination), we intend to complete the Fort Robotics Business Combination as soon as possible, and in any event, on or before the Extended Date. However, there is no assurance that we will be able to consummate the Fort Robotics Business Combination, given the actions that must occur prior to closing of the Fort Robotics Business Combination.

As contemplated by the Amended and Restated Articles, the holders (the “Public Shareholders”) of our Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) included as part of the units (the “Public Units” and the shares included within, the “Public Shares”) sold in the IPO may elect (the “Election”) to redeem their Public Shares in connection with the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined in the section of this proxy statement (the “Proxy Statement”) entitled “Questions and Answers About the Meeting”) (the “Trust Account”), including interest earned (which interest shall be net of taxes payable, if any), divided by the number of Public Shares then in issue, subject to applicable law (the “Extension Redemptions”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Articles, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if we have not completed the Business Combination by the Extended Date.

The Sponsor currently holds (i) all 6,118,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares), and (ii) 484,500 units (the “Private Placement Units” and together with the Public Units, the “Units”), which were purchased by the Sponsor in the Private Placement. BTIG, LLC (“BTIG”), the underwriter in the IPO (the “Underwriter”), currently holds (i) 100,000 Class A Ordinary Shares purchased by BTIG in connection

with the IPO for a purchase price of $100, or $0.001 per share (“Representative Shares”), and (ii) 163,875 Private Placement Units, which were purchased by the Underwriter in the Private Placement. As of the Record Date (as defined below), there were 17,998,375 Class A Ordinary Shares and 6,118,000 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 27.38% of the total issued and outstanding Ordinary Shares.

To make the Election, you must demand that we redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to our transfer agent at least two business days prior to the Meeting (or October 26, 2026). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If your Public Shares are held in an account at a brokerage firm, bank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to make the Election.

On October 7, 2026, the redemption price per Public Share was approximately $10.833 (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $186,877,506 as of such date (including interest which interest shall be net of taxes payable, if any), divided by the number of Public Shares then in issue, subject to applicable law. The closing price of the Class A Ordinary Shares as reported on the Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) on October 7, 2026 was $10.82. We cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such Public Shareholders wish to sell their Public Shares. We believe such redemption right enables our Public Shareholders to determine whether or not to sustain their investments for an additional period if we do not complete the Business Combination on or before November 4, 2026. The withdrawal of funds from the Trust Account in connection with the Extension Redemptions will reduce the amount held in the Trust Account following the Extension Redemptions and the amount remaining in the Trust Account may be significantly less than the approximately $186,877,506 that was in the Trust Account as of October 7, 2026. In such event, we may need to obtain additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

The Adjournment Proposal, if adopted, will allow the Chairman of the Meeting to adjourn the Meeting to a later date or dates, to permit further solicitation of proxies. If the Extension Amendment Proposal is not approved, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Articles, 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, subject to lawfully available funds, 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 Trust Account (which interest shall be net of taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation 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 the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants (as defined in the section of this Proxy Statement entitled “Questions and Answers About the Meeting”), which will expire worthless if we fail to complete a Business Combination within the Combination Period. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person (including shareholders who vote online) or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person (including shareholders who vote online) or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

If we liquidate, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriter (as defined in the section of this Proxy Statement entitled “Questions and Answers About the Meeting”) against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. As of October 7, 2026, based on funds in the Trust Account of approximately $186,877,506 as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.833 per Public Share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes, if any). Nevertheless, we cannot assure you that the per-share distribution from the Trust Account, if we liquidate, will not be less than approximately $10.833 (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes, if any, and up to $100,000 of interest to pay dissolution expenses), due to unforeseen claims of creditors.

If the Extension Amendment Proposal is effective, we, pursuant to the terms of the Investment Management Trust Agreement, dated October 31, 2024 (the “Trust Agreement”), by and between us and Continental Stock Transfer & Trust Company (“Continental”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of Public Shares properly redeemed multiplied by the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount in the Extension Redemptions. The remainder of such funds shall remain in the Trust Account and will be available for our use to complete a Business Combination on or before the Extended Date. Public Shareholders who do not redeem their Public Shares in the Extension Redemptions will retain their redemption rights and their ability to vote on a Business Combination through the Extended Date, if the Extension Amendment Proposal is approved.

Our Board has fixed the close of business on September 14, 2026 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof. On the Record Date, there were 17,998,375 Class A Ordinary Shares and 6,118,000 Class B Ordinary Shares issued and outstanding. Our Warrants do not have voting rights in connection with the Proposals.

A shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and such proxyholder need not be our shareholder.

Shareholders will have the opportunity to present questions to our Management, including regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 6, 2026 (the “2025 Annual Report”), at the Meeting.

This Proxy Statement contains important information about the Meeting and the Proposals. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. (the “Solicitation Agent”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately $8,500 in connection with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our Board and the Management may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to Beneficial Owners (as defined in the section of

the Proxy Statement entitled “Questions and Answers About the Meeting”). While the payment of these expenses will reduce the cash available to us to consummate the Business Combination, we do not expect such payments to have a material effect on our ability to consummate an initial Business Combination.

This Proxy Statement is dated October 9, 2026 and is first being mailed to shareholders on or about October 12, 2026.