UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-42391
Newbury Street II Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1797287 |
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| (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) |
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| 121 High Street, Floor 3Boston, Massachusetts | 02110 |
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| (Address of principal executive offices) | (Zip Code) |
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(617)334-2805
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange onwhich registered |
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| Units, each consisting of one Class A Ordinary Share and one-half of one redeemable Warrant | NTWOU | The Nasdaq Stock Market LLC |
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| Class A Ordinary Shares, par value $0.0001 per share | NTWO | The Nasdaq Stock Market LLC |
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| 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 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐
As of November 4, 2026, there were 3,113,295 Class A Ordinary Shares, par value $0.0001 per share, and 6,118,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
| Page |
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| PART I – FINANCIAL INFORMATION | | 1 | |
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| Item 1. | Financial Statements. | | 1 |
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| Condensed Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | | 1 |
| Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 | | 2 |
| Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2026 and 2025 | | 3 |
| Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 | | 4 |
| Notes to Unaudited Condensed Financial Statements | | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | | 25 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | | 31 |
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| Item 4. | Controls and Procedures. | | 32 |
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| PART II – OTHER INFORMATION | | 33 | |
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| Item 1. | Legal Proceedings. | | 33 |
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| Item 1A. | Risk Factors. | | 33 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | | 33 |
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| Item 3. | Defaults Upon Senior Securities. | | 34 |
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| Item 4. | Mine Safety Disclosures. | | 34 |
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| Item 5. | Other Information. | | 34 |
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| Item 6. | Exhibits. | | 35 |
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| SIGNATURES | | 36 | |
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i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 6, 2026; |
| ● | “2026 EGM” are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on October 28, 2026; |
| ● | “Additional Transaction Financing” are to any financing agreements that we may enter into during the Interim Period (as defined below) with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as Trust Account non-redemption or backstop arrangements or otherwise), in each case with the prior consent of FORT (as defined below) and on terms mutually agreeable to FORT and us, acting reasonably; |
| ● | “Administrative Support Agreement” are to the Administrative Support Agreement, dated October 31, 2024, which we entered into with an affiliate of our Sponsor (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “BTIG” are to BTIG, LLC, the underwriter of the Initial Public Offering (as defined below); |
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Closing” are to the closing of the Transactions; |
| ● | “Closing Date” are to date of the closing of the Transactions; |
| ● | “Combination Period” are to (i) the 27-month period, from the closing of the Initial Public Offering to February 4, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to Newbury Street II Acquisition Corp, a Cayman Islands exempted company; |
| ● | “Company Common Stock” are to common stock of the Company, following the Domestication; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Warrants; |
| ● | “Covered Parties” are to FORT and us and our respective present and future successors and direct and indirect subsidiaries, collectively; |
| ● | “Deferred Fee” are to the additional fee of 3.5% of the gross proceeds of the Initial Public Offering to which BTIG is entitled that is payable only upon our completion of the initial Business Combination; |
ii
| ● | “Domestication” are to the transfer by way of continuation of us out of the Cayman Islands and into the State of Delaware and the domestication of us as a Delaware corporation, which will occur prior to the Closing; |
| ● | “Earnout Founder Shares” are to the 453,159 Founder Shares that are subject to forfeiture and will vest only if certain of the Share Price Targets are achieved during the Earnout Period; together with the Earnout Incentive Founder Shares; |
| ● | “Earnout Incentive Founder Shares” are to the 302,110 Incentive Founder Shares that, to the extent the Sponsor has not transferred or forfeited all of the Incentive Founder Shares at or prior to the Closing, will be subject to forfeiture and will vest only if certain of the Share Price Targets are achieved during the Earnout Period; |
| ● | “Earnout Period” are to the four-year period after the Closing; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “FINRA” are to the Financial Industry Regulatory Authority, Inc.; |
| ● | “Forfeited Founder Shares” are to the 348,917 Founder Shares that the Sponsor agreed to forfeit, subject to and conditioned upon the Closing, pursuant to the Sponsor Letter Agreement; |
| ● | “FORT” are to Fort Robotics, Inc., a Delaware corporation; |
| ● | “FORT Business Combination” are to the Business Combination contemplated by the Merger Agreement, pursuant to which Merger Sub will merge with and into FORT, with FORT surviving the merger as our wholly owned subsidiary; |
| ● | “FORT Option” means any option, right, award, understanding or agreement to purchase, subscribe for, or be exercised or exchanged for, or be converted into, shares of common stock of FORT, which was granted pursuant to the Fort Robotics, Inc. 2018 Equity Incentive Plan or otherwise; |
| ● | “FORT Registration Rights Agreement” are to the Registration Rights Agreement expected to be into with the Company and the Reg Rights Holders (as defined below); |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”; |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Incentive Founder Shares” are to up to an additional 2,038,424 Founder Shares that the Sponsor must use to incentivize investors in a Transaction Financing (as defined below) or to secure Trust Account non-redemption arrangements; |
| ● | “Initial PIPE Investment” are to the private placement of the Initial PIPE Shares to the Initial PIPE Investors for an aggregate purchase price of $31.25 million; |
| ● | “Initial PIPE Investors” are to certain investors that, contemporaneously with the execution of the Merger Agreement, entered into the PIPE Subscription Agreements with us; |
| ● | “Initial PIPE Shares” are to the up to 3,125,000 shares of Company Common Stock to be issued to the Initial PIPE Investors pursuant to the Initial PIPE Subscription Agreements at a purchase price of $10.00 per share; |
iii
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 4, 2024; |
| ● | “Insider Letter Amendment” are to the amendment to the Letter Agreement entered into contemporaneously with the execution and delivery of the Merger Agreement) by us, the Sponsor, FORT, and our directors and officers; |
| ● | “Interim Period” are to the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on June 4, 2024; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on August 9, 2024, as amended, and declared effective on October 31, 2024 (File No. 333-281456); |
| ● | “Letter Agreement” are to the Letter Agreement, dated October 31, 2024, which we entered into with our Sponsor, directors and officers; |
| ● | “Lock-Up Agreement” are to the lock-up agreements, each entered into with us contemporaneously with the execution and delivery of the Merger Agreement by the Significant Company Holders, pursuant to which the Merger Consideration Shares received by such holders will be subject to transfer restrictions following the Closing; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Merger” are to the merger of Merger Sub (as defined below) with and into FORT at the Closing, with FORT surviving as our wholly owned subsidiary; |
| ● | “Merger Agreement” are to the Agreement and Plan of Merger, dated August 17, 2026, which we entered into with FORT and Merger Sub; |
| ● | “Merger Consideration” are to the consideration of Five Hundred Million Dollars ($500,000,000) payable at the Closing the security holders of FORT in the form of shares of Company Common Stock, with each share valued at $10.00; |
| ● | “Merger Consideration Shares” are to the shares of Company Common Stock issued as Merger Consideration; |
| ● | “Merger Sub” are to Hugo Merger Sub Inc., our wholly owned subsidiary; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
iv
| ● | “Non-Competition and Non-Solicitation Agreement” are to the non-competition and non-solicitation agreements, each entered into by a member of the management team of FORT in favor of FORT and us and the other Covered Parties contemporaneously with the execution and delivery of the Merger Agreement; |
| ● | “October PIPE Investment” are to the private placement of the October PIPE Shares to the October PIPE Investor for an additional aggregate purchase price of $10.00 million; |
| ● | “October PIPE Investor” are to one of the Initial PIPE Investors that entered into the October PIPE Subscription Agreement; |
| ● | “October PIPE Shares” are to the additional 1,000,000 shares of Company Common Stock that the October PIPE Investor agreed to purchase pursuant to the October PIPE Subscription Agreement (at a purchase price of $10.00 per share; |
| ● | “October PIPE Subscription Agreement” are to the subscription agreement, dated October 21, 2026, which we, FORT and the Sponsor entered into with the October PIPE Investor; |
| ● | “Option Units” are to the 2,250,000 units that were purchased by BTIG pursuant to the full exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Outside Date” are to May 17, 2027, the date by which, if any of the conditions to the Closing have not been satisfied or waived, either we or FORT may terminate the Merger Agreement, subject to extension if we seek and receive an extension of our deadline to consummate an initial Business Combination; |
| ● | “Over-Allotment Option” are to the 45-day option that BTIG had to purchase up to an additional 2,250,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| ● | “Permitted Company SAFEs” are to the Simple Agreements for Future Equity that FORT is permitted to enter into during the Interim Period in a form in compliance with the Merger Agreement; |
| ● | “PIPE Subscription Agreements” are to the subscription agreements, each entered into by an Initial PIPE Investor with us contemporaneously with the execution of the Merger Agreement, collectively; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor and BTIG in the Private Placement; |
| ● | “Private Placement Units” are to the units purchased by our Sponsor and BTIG in the Private Placement; |
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated October 31, 2024, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated October 31, 2024, which we entered into with BTIG, together; |
v
| ● | “Private Placement Warrants” are to the warrants included within the Private Placement Units purchased by our Sponsor and BTIG in the Private Placement; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one-half of one Public Warrant (as defined below); |
| ● | “Public Warrants” are to the redeemable warrants included as part of the Public Units (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
| ● | “Reg Rights Holders” are to certain stockholders of FORT who are expected to be affiliates of FORT immediately after the Closing and who will enter into a registration rights agreement with us prior to or at the Closing; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated October 31, 2024, which we entered into with the Sponsor and the other holders party thereto; |
| ● | “Registration Statement” are to the registration statement on Form S-4 to be filed by us and FORT (with the SEC (as defined below) under the Securities Act (as defined below), as amended or supplemented from time to time, to register the shares of Company Common Stock to be issued as Merger Consideration Shares and the securities deemed reissued in the Domestication, which will also contain our proxy statement; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026; |
| ● | “Representative Shares” are to the 100,000 Class A Ordinary Shares issued to BTIG in connection with our Initial Public Offering for a purchase price of $100, or $0.001 per share; |
| ● | “Resale Registration Statement” are to the registration statement that we will use reasonable best efforts to file with the SEC (as defined below) within 30 business days after the Closing, registering the resale of certain securities held by or issuable to the Reg Rights Holders; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “Share Price Targets” are to the following criteria for the Earnout Founder Shares to vest and no longer be subject to forfeiture as follows: |
| ● | if the volume-weighted average price of the shares of common stock of the combined company equals or exceeds $12.50 per share for any twenty (20) trading days within any consecutive thirty (30) trading-day period during the Earnout Period, 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture; and |
| ● | if the volume-weighted average price of the shares of common stock of the combined company equals or exceeds $15.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading-day period during the Earnout Period, the remaining 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture. |
vi
| ● | “Significant Company Holders” are to the directors and officers of FORT and the owners of more than five percent (5%) of the issued and outstanding shares of FORT; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company; |
| ● | “Sponsor Letter Agreement” are to the letter agreement entered into contemporaneously with the execution and delivery of the Merger Agreement by us, the Sponsor and FORT pursuant to which, among other things, the Sponsor agreed to forfeit the Forfeited Founder Shares,subject the Earnout Founder Shares to forfeiture and vesting conditions, and use the Incentive Founder Shares as described therein; |
| ● | “Sponsor Support Agreement” are to the Sponsor Support Agreement entered into contemporaneously with the execution and delivery of the Merger Agreement by us, FORT and the Sponsor, pursuant to which the Sponsor agreed to, among other things, vote in favor of the Merger Agreement and the Transactions (as defined below), waive anti-dilution adjustments with respect to the Founder Shares, be bound by certain transfer restrictions prior to the Closing, and waive redemption rights; |
| ● | “Stockholder Merger Consideration” are to the portion of the Merger Consideration payable to all stockholders of FORT in accordance with the Merger Agreement; |
| ● | “Surviving Corporation” are to FORT, as the surviving corporation of the Merger and our wholly owned subsidiary; |
| ● | “Transaction Financing” are to the Additional Transaction Financing , the October PIPE Investment and the Initial PIPE Investment ), together; |
| ● | “Transactions” are to the transactions contemplated by the Merger Agreement , including the Domestication and the Merger |
| ● | “Trust Account” are to the U.S.-based trust account in which the amount of $173,362,500 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated October 31, 2024, which we entered into with BTIG, as the underwriter of the Initial Public Offering; |
| ● | “Underwriting Agreement Amendment” are to the amendment to the Underwriting Agreement, dated August 17, 2026, which we entered into with BTIG, pursuant to which we and BTIG agreed to reduce the Deferred Fee from $6,037,500 to $2,000,000, solely in connection with the Transactions; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; |
| ● | “Voting Agreements” are to the Voting and Support Agreements entered into by us and FORT (contemporaneously with the execution and delivery of the Merger Agreement with certain stockholders of FORT holding sufficient voting power to approve the Merger and the, collectively; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
vii
