10-Q: Newbury Street II Acquisition Corp Q1 2026 Financial Update

Sentiment:

Quarterly Report


Newbury Street II Acquisition Corp reports net income of $1.39 million for Q1 2026, primarily from interest income on its trust account, while continuing its search for a business combination.

Summary

  • Newbury Street II Acquisition Corp (the Company) has filed its Form 10-Q for the quarterly period ended March 31, 2026.
  • The Company is a blank check company focused on identifying and completing a business combination.
  • As of March 31, 2026, the Company has not yet identified a target business for its business combination.
  • The Company reported a net income of $1,386,245 for the three months ended March 31, 2026, compared to a net income of $1,685,254 for the same period in 2025.
  • The primary source of income is interest earned on cash and securities held in the Trust Account.
  • General and administrative costs for the three months ended March 31, 2026, were $219,150, an increase from $155,106 in the prior year period.
  • The Company has until November 4, 2026, to complete its business combination, after which it will liquidate if unsuccessful.
  • As of March 31, 2026, the Company had $497,393 in cash and $183,446,346 in its Trust Account.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it reflects the expected financial status of a SPAC in its pre-business combination phase, with no significant operational developments or changes in financial performance.

Positives

  • Generated net income of $1,386,245 for the quarter, primarily from interest income on its trust account.
  • Maintained a significant balance in its Trust Account ($183,446,346 as of March 31, 2026), providing a substantial reserve for a future business combination.
  • Sufficient working capital ($536,236 as of March 31, 2026) is available to fund operations for the next 12 months.

Negatives

  • The Company has not yet identified a target for its business combination, with a deadline of November 4, 2026, to complete one.
  • General and administrative costs increased to $219,150 for the quarter, up from $155,106 in the prior year period.
  • The Company's ability to continue as a going concern raises substantial doubt due to the impending liquidation date if a business combination is not completed.

Risks

  • The Company's ability to complete an initial Business Combination may be adversely affected by various factors, including changes in laws or regulations, economic downturns, inflation, fluctuations in interest rates, supply chain disruptions, geopolitical instability (e.g., conflicts in Ukraine, Middle East), and public health considerations.
  • If the Company is unable to complete a Business Combination within the Combination Period (November 4, 2026), it will cease operations, redeem public shares, and liquidate.
  • The Nasdaq 36-Month Requirement mandates that SPACs complete their initial Business Combination within 36 months of their IPO registration statement effectiveness, failure of which could lead to suspension of trading and delisting.
  • The ongoing global geopolitical conditions and armed conflicts could adversely affect the search for a Business Combination and the operations of any target business.
  • The Company's ability to consummate a transaction may be dependent on its ability to raise equity or debt financing, which could be impacted by market volatility or decreased availability of third-party financing.

Future Outlook

The Company's primary focus remains on identifying and completing a business combination within the mandated Combination Period, which ends on November 4, 2026. If a business combination is not consummated by this date, the Company will cease operations, redeem its public shares, and liquidate.

Management Comments

  • Management has evaluated whether conditions and events raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the accompanying unaudited condensed financial statements were issued.
  • While the current working capital is expected to be sufficient to fund operations for 12 months from the issuance of the accompanying unaudited condensed financial statements, if additional expenses are incurred or the Business Combination process extends significantly, the Company may need to seek additional financing from its Sponsor or third parties.
  • The Company has based these forward-looking statements on its Managements current expectations and projections about future events, as well as assumptions made by, and information currently available to its Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

Industry Context

StockSavvy.ai notes that Newbury Street II Acquisition Corp operates within the Special Purpose Acquisition Company (SPAC) sector, which is characterized by a defined timeframe for identifying and completing a business combination. The current filing reflects the typical financial status of a SPAC in its operational phase, with income derived from trust account investments and expenses related to ongoing operations and the search for a target.

Comparison to Industry Standards

  • As a SPAC, Newbury Street II Acquisition Corp's financial performance is primarily driven by interest income from its trust account, which is standard for companies in this sector that have not yet completed a business combination.
  • The general and administrative costs of $219,150 for the quarter are within the expected range for a SPAC of this size and stage, considering legal, accounting, and operational expenses associated with identifying a target.
  • The company's deadline of November 4, 2026, to complete a business combination aligns with the typical 24-month period allowed for SPACs post-IPO, as mandated by regulations and exchange rules like the Nasdaq 36-Month Requirement.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Member and chairman of the Board; member and chair of the audit committeeMatthew HongAnthony James Vinciquerra (chairman of the Board), William Zachre Wyatt (director)May 28, 2025Resignation of Matthew Hong.
Member of the Audit CommitteeMatthew HongTed SeidesMay 28, 2025Appointment as part of board changes.
Chair of the Audit CommitteeMatthew HongJosh GoldMay 28, 2025Appointment as part of board changes.

Legal Proceedings

  • To the knowledge of Management Team, there is no material litigation currently pending or contemplated against the Company, its officers, or directors in their capacity as such, or against any of its property.

Related Party Transactions

  • Administrative Support Agreement: The Company pays an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support.
  • Founder Shares: Issued to the Sponsor prior to the IPO.
  • IPO Promissory Note: A $300,000 note from the Sponsor to cover IPO expenses, fully repaid.
  • Due from Sponsor: As of March 31, 2026, $38,170 was due from the Sponsor for tax and accounting expenses paid by the Company.
  • Working Capital Loans: The Sponsor or affiliates may loan funds for transaction costs, potentially convertible into units of the post-Business Combination entity.

Stakeholder Impact

  • Shareholders: Public shareholders have redemption rights if a business combination is not completed by the deadline. Their investment is currently held in trust, generating interest income.
  • Sponsor and Management: Have waived certain redemption rights for their Founder Shares and Private Placement Shares if a business combination is not completed. They may also provide working capital loans.
  • Underwriter (BTIG): Entitled to a deferred underwriting fee upon completion of a business combination. Also received Representative Shares subject to transfer restrictions.

Next Steps

  • Continue the search for and evaluation of prospective acquisition candidates for a business combination.
  • If a business combination is identified and agreed upon, proceed with the necessary shareholder approvals and closing procedures.
  • If a business combination is not completed by November 4, 2026, cease all operations except for winding up, redeem public shares, and liquidate.

Key Dates

DateDescription
2024-06-18Company incorporated as a Cayman Islands exempted company.
2024-06-20Company issued Founder Shares to Sponsor.
2024-07-12Company issued additional Founder Shares to Sponsor.
2024-08-09IPO Registration Statement initially filed with the SEC.
2024-10-31IPO Registration Statement declared effective.
2024-10-31Administrative Support Agreement entered into.
2024-10-31Private Placement Units Purchase Agreements entered into.
2024-10-31Underwriting Agreement entered into.
2024-10-31Registration Rights Agreement entered into.
2024-10-31Letter Agreement entered into with Sponsor, directors, and officers.
2024-10-31Warrant Agreement entered into with Continental.
2024-11-01Administrative Support Agreement commenced.
2024-11-04Company consummated Initial Public Offering.
2024-11-04Company consummated Private Placement.
2024-11-04Trust Account established with $173,362,500.
2024-11-04Over-Allotment Option exercised in full.
2024-11-04IPO Promissory Note fully repaid.
2025-01-01Start of period for Administrative Support Agreement.
2025-03-31End of period for Unaudited Condensed Financial Statements.
2025-05-12Filing of Quarterly Report on Form 10-Q for the period ended March 31, 2025.
2025-05-15Filing of Quarterly Report on Form 10-Q for the period ended March 31, 2025.
2025-05-28Matthew Hong resigned from the Board; Anthony James Vinciquerra and William Zachre Wyatt appointed as directors.
2025-09-26Company paid tax and accounting expenses on behalf of the Sponsor.
2025-11-14Filing of Quarterly Report on Form 10-Q for the period ended September 30, 2025.
2025-12-31End of fiscal year.
2026-01-01Start of period for Administrative Support Agreement.
2026-03-06Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
2026-03-20Company paid tax and accounting expenses on behalf of the Sponsor.
2026-03-31End of period for Unaudited Condensed Financial Statements.
2026-05-12Date of filing of the Form 10-Q for the quarterly period ended March 31, 2026.
2026-11-04Mandatory liquidation date; deadline to consummate the initial Business Combination.
2029-11-04Warrants expire five years after the completion of the initial Business Combination.

Keywords

Newbury Street II Acquisition Corp, Form 10-Q, Quarterly Report, SPAC, Blank Check Company, Business Combination, Trust Account, Financial Statements, SEC Filing, Cayman Islands

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