Newbury Street II Acquisition Corp
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
NTWO$11.00-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-088583
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001185185-26-005176
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 57 previous paragraphs and 72 current paragraphs.
48 unchanged; 7 reworded; 17 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
Recent Developments
Current report
Business Combination Agreement and FORT Business Combination
Current report
The below subsection describes the material provisions of the Merger Agreement (as defined below) and related agreements, but does not purport to describe all the terms thereof. This summary of the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Report and is incorporated by reference herein, the disclosures in Note 1. Description of Organization and Business Combination in the financial statements in this this Quarterly Report on Form 10-Q and the current reports on Form 8-K filed by the Company on August 18, 2026, September 30, 2026 and October 22, 2026. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the Merger Agreement.
Current report
On August 17, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fort Robotics, Inc. (“FORT”), a Delaware corporation and Hugo Merger Sub Inc.(“Merger Sub”), a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, FORT will merge with and into Merger Sub, with FORT surviving the merger as a wholly owned subsidiary of the Company (“FORT Business Combination”). For more information about the Merger Agreement and related agreements, see Item 1. Financial Statements.
Current report
Extraordinary General Meeting in Lieu of an Annual Meeting
Current report
On October 28, 2026, the Company held the 2026 EGM. At the 2026 EGM, the Company’s shareholders approved, among other things, an amendment to the Amended and Restated Articles 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 (“Extension Amendment Proposal”).
Current report
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.
Current report
For the three months ended September 30 2025, we had a net income of $1,732,107, which consists of interest earned on cash and securities held in the Trust Account of $1,862,239, interest on the operating account of $10,185 and general and administrative costs of $140,317.
Current report
For the nine months ended September 30, 2026, we had a net income of $2,587,226, which consists of interest earned on cash and securities held in the Trust Account of $4,913,790, interest on the operating account of $12,935 and general and administrative costs of $2,339,499.
Current report
Pursuant to an amendment to the Underwriting agreement entered into on August 17, 2026, the Deferred Fee payable to BTIG upon consummation of the Business Combination would be reduced to $2.0 million. The amendment is contingent upon the closing of the FORT Business Combination.
Current report
Business Combination Related Arrangements
Current report
Donerail Agreement
Current report
On September 29, 2026, the Company entered into an engagement letter with Donerail Group & Co LLC (“Donerail“) to provide transaction advisory services in connection with the FORT Business Combination. In connection therewith, the Sponsor entered into a securities grant agreement with Donerail pursuant to which Donerail was granted an interest in the Sponsor relating to 599,166 Class A Units of the Sponsor. Each Class A Unit represents an indirect interest in one Class B ordinary share of the Company and is subject to and contingent upon the consummation of the FORT Business Combination.
Current report
Donerail is also entitled to a cash fee of $350,000 upon the consummation of the FORT Business Combination. In addition, the Company is required to reimburse certain legal fees and disbursements incurred by Donerail in connection with the engagement, up to a maximum amount of $75,000. Such amounts are payable only upon the consummation of the Business Combination.
Current report
On August 17, 2026, contemporaneously with the execution and delivery of the Merger Agreement, the Company, the Sponsor, FORT and the other parties thereto entered into the Letter Agreement Amendment. Pursuant to the Letter Agreement Amendment, effective upon and subject to the consummation of the transactions contemplated by the Merger Agreement, (i) up to 2,038,424 Founder Shares that are actually used to secure commitments for the Initial PIPE Financing, any Additional Transaction Financing, and any transactions or arrangements entered into by the Company to secure commitments from public shareholders not to redeem their Company shares at or prior to the Closing, or other arrangements having a similar effect, and consummated prior to the Closing, will be released from the lock-up, and (ii) an additional 118,196 Founder Shares will be released from the lock-up. Accordingly, up to an aggregate of 2,156,620 Founder Shares may be released from the lock-up at the Closing, including only such portion of the 2,038,424 Founder Shares actually used for the specified financing and non-redemption arrangements. If the Merger Agreement is terminated prior to the Closing, the Letter Agreement Amendment will automatically terminate and be of no further force or effect.
Current report
Donerail Award and Transaction Fee
Current report
Management applies significant judgment in accounting for the Sponsor interest granted to Donerail and the related transaction advisory arrangements. Significant estimates include the determination of grant-date fair value and the assessment of whether the business combination performance condition is probable of achievement. Changes in these judgments could materially affect the timing and amount of compensation and transaction-related expense recognized in future periods.
Removed paragraphs (2)
Previous report
For the three months ended June 30, 2025, we had a net income of $1,685,471, which consists of interest earned on marketable securities held in the Trust Account of $1,839,175, interest on the operating account of $11,236 and general and administrative costs of $164,940.
Previous report
For the six months ended June 30, 2026, we had a net income of $1,697,549, which consists of interest earned on marketable securities held in the Trust Account of $3,222,734, interest on the operating account of $10,324 and general and administrative costs of $1,535,509.
Reworded paragraphs (7)
Previous wording
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Current wording
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations, including the Fort Business Combination and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by such forward-looking statements as a result of certain factors detailed in our filings with the SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
Previous wording
For the three months ended June 30, 2026, we had a net income of $311,304, which consists of interest earned on marketable securities held in the Trust Account of $1,623,762, interest on the operating account of $3,901 and general and administrative costs of $1,316,359, mainly driven by legal costs.
Current wording
For the three months ended September 30, 2026, we had a net income of $889,677, which consists of interest earned on cash and securities held in the Trust Account of $1,691,056, interest on the operating account of $2,611 and general and administrative costs of $803,990, mainly driven by legal costs.
Previous wording
For the six months ended June 30, 2025, we had a net income of $3,370,725, which consists of interest earned on marketable securities held in the Trust Account of $3,667,319, interest on the operating account of $23,452 and operating costs of $320,046.
Current wording
For the nine months ended September 30 2025, we had a net income of $5,102,832, which consists of interest earned on cash and securities held in the Trust Account of $5,529,558, interest on the operating account of $33,637 and operating costs of $460,363.** **
Previous wording
As of June 30, 2026, we had a working capital deficit of $(776,222) and a working capital of $748,963 as of December 31, 2025. As of June 30, 2026 and December 31, 2025, we had $396,294 and $772,506 of cash in our operating account, respectively.
Current wording
As of September 30, 2026, we had a working capital deficit of $(1,577,601) and a working capital of $748,963 as of December 31, 2025. As of September 30, 2026 and December 31, 2025, we had $172,928 and $772,506 of cash in our operating account, respectively.
Previous wording
As of June 30, 2026, we had marketable securities held in the Trust Account of $185,070,108 (including $11,707,608 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Current wording
As of September 30, 2026, we had cash and securities held in the Trust Account of $186,761,164 (including $13,398,664 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Previous wording
On November 4, 2024, we repaid $25,000 to the Sponsor in excess of the IPO Promissory Note. On March 20, 2026 and September 26, 2025, we paid tax and accounting expenses on behalf of the Sponsor of $5,580 and $7,590, respectively. As of June 30, 2026 and December 31, 2025, $38,170 and $32,590, respectively, were due to be repaid to us from the Sponsor on demand.
Current wording
On November 4, 2024, we repaid $25,000 to the Sponsor in excess of the IPO Promissory Note. On March 20, 2026 and September 26, 2025, we paid tax and accounting expenses on behalf of the Sponsor of $5,580 and $7,590, respectively. As of September 30, 2026 and December 31, 2025, $38,560 and $32,590, respectively, were due to be repaid to us from the Sponsor on demand.
Previous wording
Commencing on November 1, 2024, and until the completion of our Business Combination or liquidation, we pay an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three months ended June 30, 2026 and 2025, we incurred and paid $30,000 for these services and for the six months ended June 30, 2026 and 2025, we incurred and paid $60,000 for these services. These amounts are included in the general and administrative costs on the unaudited condensed statements of operations of the unaudited financial statements included in this Report under “Item 1. Financial Statements.”
Current wording
Commencing on November 1, 2024, and until the completion of our Business Combination or liquidation, we pay an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three months ended September 30, 2026 and 2025, we incurred and paid $30,000, for these services and for the nine months ended September 30, 2026 and 2025, we incurred and paid $90,000 for these services. These amounts are included in the general and administrative costs on the unaudited condensed statements of operations of the unaudited financial statements included in this Report under “Item 1. Financial Statements.”