Newbury Street II Acquisition Corp

We are a blank check company incorporated as a Cayman Islands exempted company on June 18, 2024, for the purpose of effecting a Business Combination.

On November 4, 2024, we consummated our IPO of 17,250,000 Public Units, including 2,250,000 Public Units issued pursuant to the full exercise by the Underwriter of its over-allotment option. Each Public Unit consists of one Public Share and one-half of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to our Company of $172,500,000.

Simultaneously with the closing of our IPO, we completed the private sale of an aggregate of 648,375 Private Placement Units to our Sponsor and the Underwriter in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to our Company of $6,483,750. Of those 648,375 Private Placement Units, the Sponsor purchased 484,500 Private Placement Units and the Underwriter purchased 163,875 Private Placement Units. Each Private Placement Unit consists of one Private Placement Share and one-half of one Private Placement Warrant, with each whole Private Placement Warrant exercisable to purchase one Class A Ordinary Share. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Prospectus.

The Public Warrants will become exercisable 30 days after the completion of our initial Business Combination and expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, we may redeem the outstanding Public Warrants at a price of $0.01 per Public Warrant, if the last sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before we send the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or their permitted transferees.

As of October 7, 2026, approximately $186,877,506 from our IPO and the Private Placement is being held in our Trust Account in the United States maintained by Continental, acting as trustee and these proceeds held in the Trust Account were held in money market accounts.

There are currently 17,998,375 Class A Ordinary Shares and 6,118,000 Class B Ordinary Shares issued and outstanding.

Fort Robotics Business Combination

On August 17, 2026, we entered into the Merger Agreement with (i) Fort Robotics and (ii) Merger Sub. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing (the “Closing”) of the Fort Robotics Business Combination, we will transfer by way of continuation out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation (the “Domestication”), (ii) at the Closing, Merger Sub will merge with and into Fort Robotics (the “Merger”), with Fort Robotics surviving such Merger as our wholly-owned subsidiary (the “Surviving Corporation”), and (iii) as a result of the Merger, all of the issued and outstanding capital stock of Fort Robotics as of immediately prior to the effective time of the Merger will be cancelled and shall cease to exist, in exchange for the right of each Fort Robotics stockholder to receive its pro rata share of the Stockholder Merger Consideration (as defined below), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law.

The Merger Agreement provide that the total consideration received by Fort Robotics security holders from us at the Closing will be a number of shares of our common stock (giving effect to the Domestication) with an aggregate value equal to the sum of (i) Five Hundred Million Dollars ($500,000,000) (the “Merger Consideration”), with each share of our common stock valued at $10.00 (the total portion of the Merger Consideration amount payable to all Fort Robotics stockholders in accordance with the Merger Agreement is also referred to as the “Stockholder Merger Consideration”) plus (ii) the aggregate amount of the Permitted Company SAFE Conversion Amounts (as defined in the Merger Agreement), which the holders of Fort Robotics’ Simple Agreements for Future Equity (the “Permitted Company SAFEs”) entered into during the period commencing on August 17, 2026 through the Closing receiving, if any, in full settlement for the conversion and cancellation of each such Permitted Company SAFE, a number of shares of our common stock determined in accordance with the terms of such Permitted Company SAFEs.

Each outstanding option of Fort Robotics, whether vested or unvested, will be assumed by us and automatically converted into an option for shares of our common stock. All Fort Robotics convertible securities (other than the options of Fort Robotics and certain outstanding warrants) outstanding and not exercised or converted prior to the Closing will be terminated as of the Closing.

For more information about the Fort Robotics Business Combination, see the Fort Robotics Form 8-K and the Fort Robotics Registration Statement, once publicly filed.

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.