NTWO SEC filings, in plain English
Everything Newbury Street II Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Newbury Street II Acquisition Corp filed Form 425 to disseminate an excerpt of a Bloomberg interview featuring FORT CEO Samuel Reeves, who claims that safety is 'always outsourced' in other machine industries and describes the development process as difficult as developing a drug. The filing also reiterates the company's intention to file a registration statement on Form S-4 containing preliminary and definitive proxy statements for the proposed business combination. Why it matters: Investors should note that this filing contains marketing claims about competitive moats rather than financial terms or redemption data; the specific deadline remains November 4, 2026, and no new trust value or extension details are provided in this document.
What changed: Newbury Street II Acquisition Corp filed Form 425 to include a video clip and transcript from an August 18, 2026 Bloomberg interview featuring FORT CEO Samuel Reeves, who stated that safety is 'always outsourced' in other machine industries because developing third-party audited processes is difficult. The filing also confirms the company's intention to file a registration statement on Form S-4 containing preliminary and definitive proxy statements for the proposed business combination. Why it matters: The filing provides no new redemption deadline or trust value updates, but it highlights the target's strategic positioning regarding competitive moats through its CEO's public comments, while formally advancing the regulatory timeline toward shareholder voting via the upcoming S-4 filing.
What changed: Newbury Street II Acquisition Corp filed Form 425 to disclose a post by Fort Robotics CEO Samuel Reeves on August 20, 2026, announcing the company's intent to file a registration statement on Form S-4 containing preliminary and definitive proxy statements and a prospectus for the proposed business combination. Why it matters: This filing confirms the procedural next step in the merger process, signaling that the SPAC is preparing to solicit shareholder votes and issue securities to FORT stockholders, which directly impacts the timeline for redemption deadlines and the upcoming vote on the deal.
What changed: A Form 425 filing containing a verbatim transcript of a live August 19, 2026 Yahoo Finance interview regarding the proposed business combination between Newbury Street II Acquisition Corp and Fort Robotics, Inc. (“FORT”), accompanied by standard SEC prospectus coverage disclaimers and forward-looking statements warnings. No alterations to redemption procedures, trust account distributions, extension provisions, or the November 4, 2026 deadline are reported. Sponsor conduct remains unaddressed. The filing confirms Newbury Street II Acquisition Corp intends to file a Form S-4 registration statement that will include preliminary and definitive proxy statements for shareholder voting on the proposed business combination. Why it matters: While mechanics are unchanged, the filing introduces material commercial narratives ahead of the proxy vote. According to Samuel Reeves, Founder and Chief Executive Officer at FORT, the company operates as a safety platform for physical AI and robotics, citing “more than 4 million safety incidents in the work in the American workplace every year” and claiming FORT has “more than 600 customers.” Reeves states FORT generates “significant revenue before going public,” maintains “tremendous growth within our within our own numbers of customers and within revenue per customer,” and is “extremely cost efficient” such that it “don’t need a giant amount of capital just to survive.” He attributes investor interest to Mark Cuban, Tiger Global, and Prologis viewing FORT as a horizontal opportunity centered on “safety, security, reliability, like the concept of trust.” Regarding governance, Reeves notes Newbury Street II’s executives include Tom Bushey, who “helped build a company called Ondas, which has done very well in the drone space,” and Jen Vescio, “an executive at Uber.” The filing’s forward-looking statements section warns that “FORT’s historical net losses and limited operating history” exist, and cautions that “the risk that shareholders of Newbury Street II Acquisition Corp could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans” remains. These claims will shape investor evaluation of the SPAC’s cost-efficiency narrative versus traditional redemption skepticism ahead of the definitive proxy statement mailing.
What changed: A Form 425 compliance submission containing a verbatim transcript of a live Bloomberg television interview aired on August 18, 2026, between Bloomberg hosts Scarlet Fu and Isabelle Lee and Samuel Reeves, Founder and Chief Executive Officer at Fort Robotics, Inc. ('FORT'), regarding the proposed business combination with Newbury Street II Acquisition Corp. The filing confirms the transaction continues advancing toward an impending Form S-4 registration statement and reaffirms that shareholder approval remains required before closing. It restates the November 4, 2026 liquidation/redemption deadline and explicitly warns that shareholders may elect to have their shares redeemed, creating a risk that the combined company would be left with 'insufficient cash to execute its business plans.' Sponsor conduct is framed positively by Reeves, who characterizes Newbury Street II CEO Tom Bushey as an 'incredible partner' possessing 'tremendous experience in robotics and physical AI' to facilitate scaling. The document does not amend merger terms, adjustment formulas, extension provisions, or the established trust balance per share, which remains unaffected by this communication. Why it matters: The interview transcript supplies substantive operational and strategic context directly relevant to the redemption decision ahead of the proxy solicitation cycle. Bloomberg host Scarlet Fu cites the target's valuation at '$500 million,' its Mark Cuban backing, and an intended Nasdaq listing under symbol 'FROB.' Reeves attributes the SPAC election entirely to 'speed,' explaining that inbound demand across his '600 customers' outpaces 'current staffing and current resourcing,' necessitating rapid capital deployment to scale technology, go-to-market efforts, and international expansion. FORT's business model centers on selling an independent safety and governance 'layer' for physical AI, with Reeves asserting that legacy functional safety frameworks 'revolved around 1961' cannot govern modern AI-driven mobile machinery. He references Waymo's development timeline as taking '18 months to get demo, but then 15 years to get to scale' to underscore why standalone OEMs prefer outsourcing safety certification. Regulatorily, Reeves calls the global landscape 'a bit Balkanized' but notes European law already mandates 'independent governance device[s]' for machine-learning-powered equipment by statute, and that FORT currently 'sits on several standards bodies' drafting those rules. Crucially, the filing's embedded forward-looking risk disclosures pull back on momentum, expressly cautioning that FORT operates with 'historical net losses,' possesses a 'limited operating history,' and confronts 'significant technical challenges' that may delay commercialization or unit-economic realization. For NTWO shareholders weighing the November 4, 2026 redemption window, these competing signals—the urgency to fund capacity gaps and third-party audits against acknowledged unprofitability and pending global standardization—will likely dominate the forthcoming preliminary proxy statement and ultimate vote calculus.
What changed: A Form 425 prospectus communication that publishes an internal all-hands email from Samuel Reeves, Founder and Chief Executive Officer at Fort Robotics, Inc., to formally announce the signing of a definitive agreement and outline operational expectations surrounding the proposed business combination with Newbury Street II Acquisition Corp. This filing confirms the parties executed a definitive merger agreement and disclosed that an S-4 Registration Statement will be submitted to the SEC in the coming weeks, initiating the regulatory review phase and a mandatory quiet period. It states the transaction will be submitted to Newbury Street II shareholders for approval. The filing does not modify the SPAC's reported $10.73 trust value per share, the November 4, 2026 redemption deadline, or any extension mechanisms, but management explicitly cites the forward-looking risk that SPAC shareholders could elect redemptions, leaving the combined company with insufficient cash to execute its business plans. Until the S-4 becomes effective and proxy materials are mailed, investors must treat the November 4, 2026 deadline as fixed and anticipate SEC comment rounds rather than immediate voting logistics. Why it matters: The filing locks in the execution phase of the NTWO-FORT deal and enforces a strict communications blackout that will govern information flow, social media activity, and insider disclosure until the preliminary proxy statement/prospectus is released. By foregrounding redemption risk alongside stated capital requirements, management signals that heavy shareholder exits could directly constrain post-merger liquidity and scaling timelines. The document also outlines FORT's stated strategic use of proceeds: expanding the platform globally, extending go-to-market coverage, attracting top talent, and pursuing partnerships or acquisitions. Samuel Reeves claims FORT currently serves 600+ customers and manages a 'trust platform' designed to ensure robots operate safely and securely in physical environments. He warns that violating quiet period rules—including sharing metrics, competitor commentary, or customer data—could trigger civil or criminal penalties under federal law, citing fines up to $5 million and prison terms up to 20 years. Compliance protocols were reinforced via an All Eyes meeting scheduled for 9am Eastern on August 18, 2026, and historical executive references point to an IPO prospectus filed November 1, 2024, while the corporate address is listed as 121 High St, Floor 3, Boston, Massachusetts 02110. These details establish the regulatory posture, information discipline, and capital dependency that will dictate how closely SPAC trust balances are preserved through the remainder of the calendar year.
What changed: Form 425 submission of an internal Employee FAQ communication from Fort Robotics, Inc. regarding its proposed de-SPAC business combination with Newbury Street II Acquisition Corp. Fort Robotics management states the combined public company will list on Nasdaq under the ticker symbol “FROB,” subject to applicable listing requirements. Management projects the merger will close in the fourth quarter of 2026, contingent upon SEC review, Nasdaq approval, and customary closing conditions. The communication outlines that outstanding FORT stock options will be assumed by the SPAC and automatically converted into SPAC common stock options using a conversion ratio calibrated to maintain total economic value, while unissued new-hire options will convert similarly after closing. Employees face a one-year lock-up period post-merger closure alongside standard blackout windows. The filing also reproduces standard risk disclosures warning that SPAC shareholder redemptions could leave the combined enterprise with insufficient cash to fund operations. Why it matters: The filing materially progresses the deal timeline by formally identifying the target, establishing an intended Nasdaq listing conduit, and providing pre-S-4 clarity on equity conversion and insider trading constraints that affect target talent stability and post-transaction ownership distribution. By openly stating the liquidity risk tied to mass redemptions, management provides early signal to public holders of potential working capital strain if the trust is drawn down heavily before closing. Final financial metrics, exact sponsorship terms, and conversion math remain reserved for the upcoming S-4 registration statement and definitive proxy, but this communication sets immediate operational and equity expectations for both parties’ stakeholders.
What changed: A Form 425 filing under Rule 425 of the Securities Act of 1933 containing the transcript of a webcast and investor conference call held on August 18, 2026, regarding the proposed business combination between Newbury Street II Acquisition Corp and Fort Robotics, Inc. This exhibit contains no amendments to the SPAC’s redemption calendar, the $10.73 per-share trust balance, the November 4, 2026 termination deadline, or any extension provisions. It also reports no sponsor conduct issues. The filing solely confirms that the proposed transaction will be submitted to Newbury Street II shareholders for approval via a forthcoming Form S-4 registration statement. Why it matters: Although redemption mechanics are static, the filing discloses commercially material information that will directly impact shareholder voting and redemption decisions ahead of the November 4, 2026 deadline. Personnel and Governance: Facilitator Bonnie Friel introduced Spac CEO Thomas Bushey and Target Founder/CEO Samuel Reeves. Reeves attributed his background to founding Humanistic Robotics, building safety systems for the U.S. Army and UN peacekeeping operations, and supplying safety tech to DARPA teams for a 2015 robotics challenge. Post-combination board composition will add Bushey, Sally Miller (global CIO of DHL Supply Chain), Jennifer Vescio (former Uber executive), Dr. Vijay Kumar (Dean of Engineering at the University of Pennsylvania and former head of the GRASP Lab), and Karl Iagnemma (current CEO of Vecna Robotics and former CEO of Motional). Customers and Revenue Traction: According to Reeves and Bushey, Fort Robotics commands over 600 global customers across warehousing, transportation, manufacturing, construction, agriculture, mining, energy, and defense, specifically naming DoorDash, Cobot, Zooks, Hexagon, Textron, Google DeepMind, Ocado, Oxa, Rheinmetall, Forterra, Genie, and AgSeed. Deployed units have doubled from 2022 to 2025 to exceed 19,500 worldwide. In 2025, revenue compounded at a 62% year-over-year growth rate, with mature enterprise accounts spending more than $100,000 annually achieving a 91% growth rate. Since 2021, six-figure customer segments grew 3.8x, yet no single customer comprised more than 9% of 2025 revenue. Q1 2026 bookings surged 101% year over year. Capital efficiency stood at $276,000 of revenue per employee in 2025, and pre-2025 customer cohorts contributed an estimated 68% of 2025 bookings. Technology and Strategy: Bushey and Reeves described Fort as a machine-agnostic safety and trust layer for physical AI, analogous to Android for mobile devices. The platform relies on 25 issued patents and holds Safety Integrity Level 3 certification under IEC 61508. Products feature configurable onboard controllers enforcing rules independent of AI, plus human-in-the-loop oversight capabilities. Partnerships and M&A: Management cited a recently announced collaboration with NVIDIA via its Halos for Robotics ecosystem, plus integrations with industrial control leaders Advantec and Nexcobot. In May of 2026, Fort acquired Mapless AI to add remote teleoperation and active safety to its portfolio. Litigation and Financial Disclosure: Management highlighted historical net losses as a disclosed SEC risk factor and warned that extensive shareholder redemptions could leave the combined entity with insufficient cash to execute its plan. Proceeds are slated by management for next-generation safety intelligence, cybersecurity software, global channel scaling, and targeted tuck-in acquisitions.
What changed: Form 425 containing a LinkedIn post by Samuel Reeves, Founder and CEO of Fort Robotics, Inc., addressing the proposed business combination. Procedural deal progress notification confirming the intent to file a Form S-4 registration statement. This upcoming filing will package preliminary and definitive proxy statements for Newbury Street II shareholders alongside a prospectus for securities issued to Fort Robotics stockholders. The mechanical parameters governing the deal—including the redemption window closing on 2026-11-04, the absence of announced extensions, and unmodified trust arrangements—remain static. Why it matters: The appended communication distributes management’s forward-looking projections and associated risk factors for Fort Robotics ('FORT'). According to these statements, executives anticipate market opportunity and market share expansion, estimating customer adoption rates and usage patterns while forecasting development and commercialization costs and timelines. Management cautions that these expectations carry high uncertainty, noting FORT targets an emerging technology burdened with significant technical hurdles that may derail commercialization or market acceptance. Disclosed fundamentals include FORT's historical net losses and abbreviated operating history. Leadership also outlines anticipated future financial performance, capital requirements, and unit economics, emphasizing that success hinges on attracting and retaining senior management and qualified personnel. Operational scaling is tied to cultivating and preserving relationships with strategic partners, suppliers, governments, and other third parties, as well as safeguarding intellectual property. The regulatory and adoption landscape for artificial intelligence and machine learning is flagged as a macroeconomic variable. Finally, management explicitly warns that heavy shareholder redemption participation could drain the combined company’s balance sheet, potentially rendering it unable to execute its core business plan.
What changed: SEC Form 425 filing that cross-files a LinkedIn post originally published by Fort Robotics, Inc. ("FORT") concerning the proposed merger with Newbury Street II Acquisition Corp. The submission functions as a Rule 425 prospectus communication containing standard proxy routing notices, forward-looking statement safe harbors, solicitation participant disclosures, and comprehensive risk factor recitations. The transaction mechanics, $10.73 per share trust account, and 2026-11-04 liquidation deadline remain unmodified. The filing advances deal progress by confirming that Newbury Street II and FORT intend to file a Form S-4, which will include preliminary and definitive proxy statements and a prospectus covering securities offered to FORT stockholders. Per the document, projections and expectations regarding market opportunity, customer adoption rates, commercialization costs, unit economics, and strategic partnerships are attributed by FORT and Newbury Street II management to current planning assumptions rather than historical guarantees. The text also catalogs disclosed risks, including FORT’s historical net losses, limited operating history, reliance on senior management, and the possibility that required regulatory approvals may be delayed or denied. Why it matters: For investors tracking redemption calendars and sponsor conduct, this filing anchors the immediate pre-proxy timeline: once the S-4 is declared effective, the definitive proxy statement will set the shareholder record date, define the formal redemption election window at the documented $10.73 trust value, and establish the vote/meeting schedule. The explicit warning that shareholders could elect to redeem "leaving the combined company with insufficient cash to execute its business plans" flags a critical closing dependency—if outflows exceed available balances, the combined entity would require supplemental financing, sponsor bridge commitments, or earn-out structures detailed in the forthcoming registration statement. Until the S-4 circulates, the filing provides no new valuation multiples, PIPE amounts, or extension provisions, but it confirms public outreach has transitioned from announcement messaging to active SEC-registered disclosure preparation.
What changed: A Form 425 routine compliance exhibit communicating a solicitation update regarding the proposed business combination. Fort Robotics, Inc. ("FORT") shared an X post forwarded here confirming the transaction will be submitted to Newbury Street II Acquisition Corp shareholders for approval. The SPAC outlined its intention to file a Form S-4 registration statement that will include preliminary and definitive proxy statements/prospectuses. This filing mechanically advances the deal timeline by establishing the proximate trigger for formal proxy distribution and shareholder voting procedures leading up to the November 4, 2026 redemption deadline and the stated trust/shares value of $10.73. Why it matters: Beyond scheduling mechanics, the document materially updates investor awareness of the target's fundamentals and associated risks prior to the vote. According to FORT's management projections detailed in the filing's forward-looking statements and risk factors, the company pursues emerging robotics technology subject to significant technical challenges and may fail to achieve commercialization or market acceptance. Management discloses a limited operating history with historical net losses, projects uncertain customer adoption rates and unit economics, anticipates potential need for additional future financing, and notes heavy dependence on retaining senior management. Critically, the filing warns that if a substantial number of Newbury Street II shareholders exercise redemption rights, the combined company could be left with insufficient cash to execute its business plans. These disclosures provide direct input for evaluating post-merger liquidity, capital raise probability, and whether holding shares past the current $10.73 trust level aligns with the disclosed operational uncertainties.
What changed: Current Report on Form 8-K filed under Rule 425 announcing the entry into a definitive merger agreement between Newbury Street II Acquisition Corp (NTWO) and Fort Robotics, Inc. The filing includes the full merger agreement, PIPE subscription agreements, investor presentation, and related ancillary documents. Newbury Street II announced a definitive business combination with Fort Robotics, a safety platform for physical AI. Key terms: $500M pre-money equity value, $500M merger consideration paid in SPAC common stock at $10.00/share, plus conversion of certain SAFEs. The SPAC trust had at least $183M as of the agreement date (approximately $10.17 per share based on outstanding Class A shares, though the user-provided trust/share is $10.73). The PIPE consists of $31.25M in common stock at $10.00/share from new and existing investors (Tiger Global, Prologis Ventures, Mark Cuban). Sponsor forfeits 348,917 founder shares; 453,159 founder shares are subject to earnout based on $12.50/$15.00 share price targets; up to 2,038,424 founder shares may be used to incentivize PIPE/non-redemption agreements, with any unused portion forfeited. Deferred underwriting reduced from $6.0375M to $2M. The company will domesticate to Delaware and change name to Fort Robotics Holdings, Inc., listing on Nasdaq under ticker FROB. Outside date for closing is May 17, 2027, extendable if SPAC extends its business combination deadline (currently November 4, 2026 per user data). Closing conditions include shareholder approval, SEC effectiveness of S-4, HSR clearance, and Nasdaq listing. Why it matters: This is the definitive deal announcement, giving investors the full terms for redemption decisions. The trust value per share is critical: investors who redeem at the shareholder vote will receive the trust account proceeds (approximately $10.73 per share per user data, though the filing states at least $183M in trust). The PIPE at $10.00/share provides a backstop. The earnout structure and sponsor forfeitures align incentives but also create potential overhang. The deal values Fort Robotics at $500M pre-money, which will be evaluated against Fort's financials (2025 revenue $11.6M, 62% YoY growth, gross margin 66%). The long timeline to May 2027 gives SPAC flexibility to extend if needed. The reduction in deferred underwriting improves cash available to the combined company. Investors should monitor redemptions, SEC review, and any competing proposals.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2027-05-17 · unchanged
The clause …“to the Closing set forth in Article VI have not been satisfied or waived by May 17, 2027 (the “ Outside Date ”); provided , that if SPAC seeks and receives an Extension, SPAC and the Company shall each have the right by providing”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 8-K announcing a definitive merger agreement between SPAC Newbury Street II Acquisition Corp and Fort Robotics, Inc., with exhibits including the full merger agreement, voting agreements, lock-up agreements, subscription agreements, sponsor agreements, an investor presentation, and a press release. Newbury Street II filed this 8-K on August 18, 2026 to disclose the entry into a material definitive agreement: the merger agreement with Fort Robotics, dated August 17, 2026. The transaction values Fort Robotics at $500 million pre-money equity value (pro forma enterprise value $556.6 million). The trust held at least $183 million as of the signing date. The SPAC will domesticate from Cayman Islands to Delaware prior to closing. The deadline to close is the Outside Date of May 17, 2027, subject to extension. A $31.25 million PIPE at $10.00/share was signed concurrently, with an affiliate of a director subscribing for $5 million and another for $1 million. The sponsor agreed to forfeit 348,917 founder shares and subject additional shares to earnout. The underwriting commission was reduced from $6,037,500 to $2,000,000. Why it matters: This filing definitively announces the business combination target and deal terms, giving investors the mechanics they need to evaluate redemptions, trust value, and deal timeline. Key facts: trust/share is $10.73, deadline November 4, 2026 with a contractual Outside Date of May 17, 2027; the merger consideration is $500 million in stock valued at $10.00 per SPAC share; a $31.25 million PIPE at $10.00/share provides backstop; the sponsor is forfeiting shares and has locked up shares subject to earn-out at $12.50 and $15.00 targets; Fort Robotics' investor presentation claims 600+ customers, 19,500+ deployed units, 62% YoY revenue growth in 2025 to $11.6 million, and 66% gross margin. The trust account waiver by Fort means redemptions do not affect the closing obligation from the target side.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-05-17
SpacBrain reads this as the agreement may be terminated from 2027-05-17.
The clause …“to the Closing set forth in Article VI have not been satisfied or waived by May 17, 2027 (the “ Outside Date ”); provided , that if SPAC seeks and receives an Extension, SPAC and the Company shall each have the right by providing”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-Q (Quarterly Report). No change in trust value per share ($10.73), no deal announced, working capital deficit increased to ($776,222), net income $311,304 for Q2 2026 vs $1,685,471 for Q2 2025, negative operating cash flow, going concern disclosure reiterated. Why it matters: Trust value per share is $10.73, up from $10.54 at year-end 2025, meaning redemption value is growing. The company has a mandatory liquidation deadline of November 4, 2026, and the working capital deficit and negative cash flow raise going concern risk if no deal closes. No definitive agreement or extension has been announced.
What changed vs 2026-05-12trust $183.4M → $185.1M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $183.4M$185.1M
- Combination deadline
- 2026-11-04 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,623,762 was added to the trust between the two filings.
The clause …“79,419 91,171 Total Current Assets 513,883 896,267 Cash and securities held in Trust Account 185,070,108 181,847,374 Total Assets $ 185,583,991 $ 182,743,641 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause …“and (y) the distribution of the Trust Account, as described below. We have until November 4, 2026 (24 months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, raise substantial”…
The clause “500,000,000 shares authorized; 748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 75 75 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Schedule 13G/A beneficial ownership report containing supplementary Power of Attorney exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC to delegate SEC filing authority to designated internal personnel. The filing replaces a prior attestation dated July 16, 2025 with newly executed Powers of Attorney (signed by Scott Kilpatrick on July 8, 2026 for the group parent, and Carey Ziegler on July 2, 2026 for the subsidiary). The updated rosters remove Mariana Audeves Martinez and Asheesh Bajaj from the list of appointed Attorneys-in-Fact while retaining seventeen other individuals. The authorization windows are extended to July 8, 2027 for The Goldman Sachs Group, Inc. and July 2, 2027 for Goldman Sachs & Co. LLC. No amended share quantities, acquisition considerations, transaction timelines, or ownership percentage adjustments are reported in the text. Why it matters: This filing functions exclusively as routine internal compliance administration for a large institutional investor. It carries no implications for NTWO’s November 4, 2026 redemption deadline, the stated $10.73 per-share trust value, merger execution progress, extension voting, or sponsor governance. Because the text discloses only delegation management and omits all commercial metrics—revenue, customer contracts, partnership terms, litigation posture, personnel moves, or strategic direction—it provides zero actionable signal regarding shareholder redemption behavior or financing milestones. The only assertions are those made by Goldman Sachs’ signatories confirming the lawful appointment, unilateral revocation rights, and New York governing law applicable to the named Attorneys-in-Fact.
What changed: A Power of Attorney (Exhibit 99) attached to a Schedule 13G, wherein The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC authorize eighteen named employees to act as Attorneys-in-Fact to execute and deliver Securities Exchange Act filings concerning beneficial ownership of securities. The filing updates only the designated signatories for Goldman Sachs’ regulatory submissions, explicitly noting it supersedes powers granted on July 29, 2024 and October 1, 2024, and remains effective until July 16, 2026 (as executed on July 16, 2025). It bears no impact on requested mechanics: it contains no provisions regarding redemption windows, trust distribution amounts, extension proposals, merger status, or sponsor conduct. As attributed to the signing parties in the text, the only substantive update is the appointment of eighteen individual attorneys-in-fact and the retention of Goldman Sachs’ unilateral revocation right. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document registers zero operational or financial movement. It is a routine compliance exhibit confirming continued administrative capacity for beneficial ownership reporting. There are no claims regarding customer bases, revenue streams, market sizing, strategic pivots, technology deployments, partnership structures, ongoing litigation, or leadership changes affecting NTWO. Its presence solely verifies that Goldman Sachs maintains updated internal delegation for SEC filings without altering capital commitments, warrant exercises, or the business combination timeline.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2026. Trust account value increased to $183,446,346 ($10.63 per share) from $181,847,374 ($10.54 per share) at December 31, 2025. Cash held outside trust decreased to $497,393 from $772,506. Net income for Q1 2026 was $1,386,245, down from $1,685,254 in Q1 2025. No definitive agreement for a business combination has been entered into. The combination deadline remains November 4, 2026, with no extension announced. The company continues to express substantial doubt about its ability to continue as a going concern absent a deal. Board changes occurred in May 2025 (prior period) but no new sponsor conduct changes in Q1 2026. Why it matters: The SPAC is approaching its November 2026 mandatory liquidation deadline without a deal, and the trust per-share value ($10.63) is only slightly above the IPO price, giving limited incentive for redemptions unless a deal is announced. The company's cash burn and working capital are declining, and the going concern qualification highlights the urgency. No material developments in deal progress or sponsor behavior were reported in this quarter.
What changed vs 2025-11-14trust $180.1M → $183.4M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $180.1M$183.4M
- Combination deadline
- 2026-11-04 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $3,336,453 was added to the trust between the two filings.
The clause …“127,795 91,171 Total Current Assets 663,358 896,267 Cash and securities held in Trust Account 183,446,346 181,847,374 Total Assets $ 184,109,704 $ 182,743,641 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause …“financing from our Sponsor or third parties. If we are unable to complete a Business Combination by November 4, 2026, we will liquidate the Trust Account and distribute the funds to our Public Shareholders. This condition raises”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” Management has evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern”…
The clause “500,000,000 shares authorized; 748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 75 75 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed by Newbury Street II Acquisition Corp (NTWO), a blank-check SPAC. Trust value increased to $10.54 per public share as of Dec. 31, 2025 (from $10.12 as of Dec. 31, 2024). Net income of $6,620,992 for FY2025, driven by $7,267,039 interest on trust securities. Cash outside trust fell to $772,506 from $1,237,201. Chairman and director changes: Matthew Hong resigned May 28, 2025; Anthony James Vinciquerra appointed Chairman, William Zachre Wyatt appointed director, and Audit Committee chair and membership reassigned. No Business Combination agreement announced; deadline remains November 4, 2026 (24-month Combination Period). Sponsor owes company $32,590 (excess repayment and expenses paid). Why it matters: Trust value exceeds $10.00 baseline, providing a modest cushion for redemptions. Cash burn outside trust is manageable but limited; going concern doubt disclosed if deal not completed by deadline. Sponsor loan repayments and small related-party payables are routine. Leadership refresh could signal renewed deal-sourcing activity but no target selected. Redemption mechanics, trust mechanics, and liquidation timeline unchanged.
What changed vs 2025-03-31trust $174.6M → $181.8M +4%deadline 2027-10-31 → 2026-11-04going concern APPEAREDtrust account, combination deadline, going-concern doubt +23 moved · 2 with no prior record of ours
- Trust account
- $174.6M$181.8M
- Combination deadline
- 2027-10-312026-11-04
- Going-concern doubt
- not statedstated
- Mandate language
- We are focusing our search for an initial Business Combinati… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $7,267,039 was added to the trust between the two filings.
The clause …“costs. As of December 31, 2025 and 2024, we had marketable securities held in the Trust Account of $181,847,374 and $174,580,335, respectively (including approximately $8,484,874 and $2,080,335, respectively, of interest”…
SpacBrain reads this as 361 days earlier than the previous record.
The clause …“from the Sponsor or third parties. If the Company is unable to complete a Business Combination by November 4, 2026, it will liquidate the Trust Account and distribute the funds to its Public Shareholders. This condition raises”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“the time and costs of completing an initial Business Combination; ● there is substantial doubt about our ability to continue as a “going concern”; ● if our initial Business Combination involves a company organized under the laws of a”…
The clause “500,000,000 shares authorized; 748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of December 31, 2025 and December 31, 2024 75 75 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly Report (Form 10-Q) for the period ended September 30, 2025. As of September 30, 2025, the SPAC had not entered into a definitive agreement with any Business Combination target. The trust account balance grew to $180.1 million from $174.6 million at year-end 2024, yielding net income of $1.7 million for the quarter and $5.1 million year-to-date. Working capital was $960,000, down from $1.3 million at year-end. The company continues to flag substantial doubt about its ability to continue as a going concern given the mandatory liquidation deadline of November 4, 2026. Management disclosed that the board and audit committee underwent changes on May 28, 2025, with Matthew Hong resigning and Anthony James Vinciquerra and William Zachre Wyatt appointed as new directors. Why it matters: The trust has accreted to $10.44 per share (from $10.12 at year-end), well above the $10.00 IPO price. With $180 million in trust, the SPAC has significant firepower for a deal. However, the cash burn ($288k in the nine months) and the ticking deadline (November 2026) put pressure on management to find a target. The board refresh, including new directors who get sponsor interests only if they introduce a target that closes, signals active deal-seeking. Any holder tracking the redemption value should note the trust is now $10.44. The filing contains no investor presentation, no target claims, no 'pipeline' metrics.
What changed vs 2025-08-13trust $178.2M → $180.1M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $178.2M$180.1M
- Going-concern doubt
- not statedstated
- Combination deadline
- 2026-11-04 · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,862,239 was added to the trust between the two filings.
The clause …“1,447,286 Long-term prepaid insurance 8,667 86,667 Cash and securities held in Trust Account 180,109,893 174,580,335 Total Assets $ 181,205,585 $ 176,114,288 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” Management has evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern”…
The clause …“financing from our Sponsor or third parties. If we are unable to complete a Business Combination by November 4, 2026, we will liquidate the Trust Account and distribute the funds to our Public Shareholders. This condition raises”…
The clause “500,000,000 shares authorized; 748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024 75 75 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2025. No business combination announced. Trust value increased to $10.33 per share from $10.12 at year-end, due to interest earned. Cash balance decreased to $1,065,294. Chairman Matthew Hong resigned, replaced by Anthony James Vinciquerra; Audit Committee Chair replaced by Josh Gold. Two new directors (Vinciquerra and Wyatt) appointed; they signed joinder to Letter Agreement waiving redemption rights and agreeing to vote shares in favor of a deal; they will receive sponsor membership interests only upon consummation with a target they introduced. Why it matters: The trust is accumulating value ($10.33 vs $10.73 base, per the filing), increasing the redemption floor. The board reshuffle (chairman resignation, new directors with deal-contingent sponsor economics) signals active deal-seeking and possible alignment changes. The new directors' contingent compensation is a strong incentive to find a target. No progress on a specific transaction is disclosed.
What changed vs 2025-05-15trust $176.4M → $178.2M +1%trust account, combination deadline, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $176.4M$178.2M
- Combination deadline
- 2026-11-04 · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,839,175 was added to the trust between the two filings.
The clause “198,573 1,447,286 Long-term prepaid insurance 34,667 86,667 Cash and securities held in Trust Account 178,247,654 174,580,335 Total Assets $ 179,480,894 $ 176,114,288 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause …“or other reasons. The Amended and Restated Articles provides that the Company has until November 4, 2026, or such earlier liquidation date as the Company’s board of directors (the “Board”) may approve to consummate the initial Business”…
The clause “500,000,000 shares authorized; 748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024 75 75 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A filing — a post-effective amendment to a statement of beneficial ownership submitted by the Healthcare of Ontario Pension Plan Trust Fund. The excerpt provided contains only the filing title and reporting holder identifier. It does not disclose share counts, percentage ownership, acquisition or disposition dates, dollar values, or whether the filing reflects sole/shared voting or investment power. A 13G/A routinely updates a prior disclosure to correct figures, extend the reporting period, add or remove exempt transaction references, or adjust derivative positions. Why it matters: This filing type is a standard SEC compliance update and does not inherently signal activist campaign staging, lock-up amendments, sponsor commitment letters, or target-side operational milestones. For your tracking framework, it does not alter the 2026-11-04 deadline, the $10.73 per-share trust balance, extension mechanics, or merger approval pathways. Without the full page showing aggregate units/shares held and calculated ownership percentage relative to outstanding shares, it cannot be correlated to redemption volume thresholds, warrant/cashless exercise dilution, or personnel/sponsor governance shifts.
What changed: A Schedule 13G beneficial ownership report identifying institutional affiliates and named principals as equity holders in Newbury Street II Acquisition Corp. The filing lists WOLVERINE ASSET MANAGEMENT LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as beneficial owners. No percentage thresholds, acquisition timelines, amendment dates, or statements of purpose accompany the excerpt, and no adjustments to the 2026-11-04 business combination deadline, the $10.73 trust share value, or sponsor governance are indicated or triggered by this submission. Why it matters: For investors tracking redemption mechanics, this routine ownership disclosure does not advance or delay the termination clock, alter trust accounting distributions, or signal additional underwriting support for the announced transaction. Schedule 13G filings generally denote passive institutional positioning rather than control intent or active deal financing; absent percentage breakpoints and cost basis data, the entry carries no predictive weight for shareholder redemptions, extension votes, or target execution timelines.
What changed: A Form 3 insider ownership report regarding initial securities holdings and transactions for director Anthony J. VinciQuerra at Newbury Street II Acquisition Corp. The filing text explicitly states 'No non-derivative transactions or holdings reported.' Accordingly, it introduces no modification to redemption deadlines, trust account valuations, extension mechanisms, business combination timelines, or sponsor conduct. Why it matters: As a zero-activity routine registration disclosure, it carries no implication for the company’s public shareholder liquidity events, target valuation negotiations, or governance posture. It contains no announcements regarding customer relationships, revenue streams, total addressable market estimates, strategic pivots, proprietary technology, commercial partnerships, legal proceedings, or executive appointments. The submission functions purely as a compliance entry point for insider disclosure and leaves all previously established investor monitoring parameters unchanged.
What changed: SEC Form 3 — Statement of Changes in Beneficial Ownership (insider ownership report) for Newbury Street II Acquisition Corp, submitted by Director Wyatt William Z on 2025-05-30. The filing documents zero non-derivative transactions and zero reported holdings for the director. There are no alterations to insider share balances, derivative exposure, or sponsor conduct that would intersect with the announced merger timeline, the stated $10.73 per-share trust account balance, or the 2026-11-04 redemption/extension deadline. Why it matters: This routine statutory disclosure confirms static executive equity positioning ahead of the shareholder liquidity window. For investors tracking redemption mechanics, the absence of director-level purchases, sales, or option/warrant exercises removes a potential signal of governance alignment shifts or near-term secondary-market selling pressure. No substantive assertions regarding customer contracts, revenue trajectories, total addressable market size, proprietary technology, strategic partnerships, pending litigation, or executive transitions are included; the entire submission consists solely of the reporting director’s attestation of unreported beneficial ownership lines.
What changed: Form 8-K current report under Item 5.02 disclosing director departures, board appointments, committee reassignments, and associated letter agreement joinders and compensatory arrangements. According to the filing, Matthew Hong resigned effective May 28, 2025, as chairman of the board and chair of the audit committee, stating he accepted a full-time executive position as President of Sports at VERSANT. The board appointed Anthony James Vinciquerra as chairman of the board and William Zachre Wyatt as class III directors. Ted Seides was added to the audit committee and Josh Gold assumed audit committee chair. Per the document, the new directors executed a joinder to the October 31, 2024 letter agreement, agreeing to waive certain redemption rights and vote their ordinary shares in favor of an initial business combination. They also secured standard indemnification and a right to receive sponsor membership interests representing Class B ordinary shares solely if they introduce a target that successfully combines with the company. The company explicitly states Hong’s departure is not due to any disagreement regarding operations, policies, or practices. Why it matters: This filing directly modifies board voting control and redemption exposure ahead of the merger. The directors' contractual pledge to waive redemption rights and vote for an initial business combination removes their shares from the redemption pool and anchors board voting power toward deal completion, which typically lowers liquidation risk before the 2026-11-04 deadline. The trust value remains unchanged at $10.73 per share. Investors should note Wyat’s co-sponsorship of a $2.6 billion Bowlero transaction in March 2021, which establishes a verifiable track record for target sourcing. Warrants remain exercisable for one share at $11.50. No extension, trust replenishment, or valuation change is reported.
What changed: Quarterly Report (Form 10-Q) for the period ended March 31, 2025. Trust redemption value per share increased to $10.23 from $10.12 due to interest income; total trust account grew to $176.4M. No business combination announced; Company continues to search. Combination period remains November 4, 2026, with no extension sought. Why it matters: Provides updated trust value per share for redemption calculations, confirms cash burn and working capital sufficiency, and indicates no immediate deal progress. No changes to sponsor conduct or key terms.
trust account, combination deadline, redeemable shares +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$176.4M
- Combination deadline
- not previously extracted2026-11-04
- Redeemable shares
- not previously extracted17.3M
- Sponsor loans outstanding
- $214Knot matched in this filing
The clause “268,926 1,447,286 Long-term prepaid insurance 60,667 86,667 Cash and securities held in Trust Account 176,408,479 174,580,335 Total Assets $ 177,738,072 $ 176,114,288 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause …“or other reasons. The Amended and Restated Articles provides that the Company has until November 4, 2026, or such earlier liquidation date as the Company’s board of directors (the “Board”) may approve to consummate the initial Business”…
The clause “500,000,000 shares authorized; 748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024 75 75 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Schedule 13G/A, explicitly labeled in the filing text as a ‘beneficial ownership report’ submitted by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC. The amended filing updates the regulatory disclosure framework for these AQR entities’ holdings. The excerpt provides no revised share quantities, ownership percentages, or explanation of what triggered the amendment. It does not reference the SPAC’s $10.73 per-share trust value, the 2026-11-04 liquidation deadline, extension mechanisms, deal progress, or sponsor conduct. Why it matters: Amended Schedule 13Gs typically track institutional position adjustments or threshold crossings relevant to public trading activity. For SPAC capital markets, monitoring arbitrage-focused firms like AQR can precede redemptions or merger votes, but this excerpt contains zero operational, financial, or strategic disclosures. No executives, board members, sponsors, or target company representatives made assertions regarding customer bases, revenue projections, market size, technology, partnerships, litigation, or personnel. Without numerical holding data or explanatory commentary, the submission functions as a routine compliance update rather than a driver of redemption timing or valuation expectations.
What changed: Schedule 13G beneficial ownership report. The excerpt names Barclays PLC as the reporting entity but provides no share quantities, percentages, or transaction dates. The document functions solely as a regulatory notice of equity interest in NTWO. Why it matters: Because the filing excerpt lacks specific holdings data, it does not alter expectations regarding the November four twenty twenty six redemption deadline, the dollar ten point seven three per share trust balance, investor exit windows, extension votes, or sponsor behavior. Institutional ownership notifications of this nature inform concentration metrics rather than deal sequencing or capital account stability.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2024. No target has been selected. The IPO closed on November 4, 2024, generating $172.5M gross from 17.25M Public Units. Trust Account held $174,580,335 as of Dec 31, 2024 ($10.12 per Public Share before taxes). No material changes from IPO filings. The deadline remains November 4, 2026. Why it matters: This is the first 10-K since the IPO. It confirms the trust value ($10.12/share), the 24-month deadline, and that no target has been identified. It warns that Nasdaq rules require a business combination by October 31, 2027, or delisting. No new risks or changes to the redemption mechanics are introduced.
What changed: Schedule 13G, a routine regulatory compliance exhibit disclosing beneficial ownership of more than five percent of a class of registered equity securities. The provided filing text identifies AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC as reporting parties for Newbury Street II Acquisition Corp (NTWO). No share quantities, percentage thresholds, acquisition windows, or transaction prices are disclosed in the excerpt. Consequently, there are no updates to the stated redemption deadline (2026-11-04), the documented trust value per share ($10.73), any proposed extension, target company selection, merger progress, or sponsor conduct protocols. The operational and capital structure mechanics governing the pending business combination remain unaltered. Why it matters: Institutional block filings frequently precede liquidity shifts during a SPAC’s final integration phase. The co-listing of a broad management entity alongside an arbitrage subsidiary indicates potential market-neutral hedging around the anticipated deSPAC closing rather than a directional endorsement of the underlying transaction. Because the excerpt omits the actual stake size, cost basis, and reporting timeframe, investors cannot yet quantify whether these shares will flow into redemption pools, strain the trust account balance, or provide aftermarket price support post-merger. Scanning the complete exhibit for numerical disclosures is required to evaluate potential effects on financing commitments, trustee voting alignment, or public float stability.
What changed: A Schedule 13G beneficial ownership report identifying the Healthcare of Ontario Pension Plan Trust Fund as the reporting holder. This filing introduces no amendments, schedules, or disclosures affecting the SPAC’s redemption deadline, trust value per share, extension mechanisms, acquisition deal progress, or sponsor conduct. There are no adjustments to the trust fund balance, no proposals to prolong the termination window, and no updates regarding target business negotiations or insider activity. Why it matters: Beyond the lack of mechanical updates, the document contains no substantiated claims about customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel attributable to any party. As a routine securities ownership disclosure devoid of transactional terms or financial metrics, it does not alter shareholder redemption calculus, trust preservation expectations, or the projected timeline for a completed business combination.
What changed: A Joint Filing Agreement accompanying a Schedule 13G beneficial ownership report, dated February 14, 2025, submitted pursuant to SEC Rule 13d-1(k). As stated in the exhibit, six LMR-affiliated entities (LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited) together with individuals Ben Levine and Stefan Renold have contractually bound themselves to a single submission vehicle for all Schedule 13G filings and future amendments. Shane Cullinane executed as Chief Operating Officer on behalf of five affiliates, Allyson Hanlon executed as US Legal Counsel for the LLC affiliate, and Levine and Renold signed individually. This administrative consolidation bears no consequence on the SPAC’s redemption calendar, trust share valuation, combination deadline, target integration pace, or sponsor governance. The document contains no statements regarding customer pipelines, revenue streams, addressable markets, strategic direction, proprietary technology, commercial partnerships, active disputes, or executive compensation and turnover. Why it matters: It exclusively establishes shared disclosure liability and routing among affiliated investment funds and principals tracking their combined equity position in Newbury Street II Acquisition Corp. Because the filing is purely procedural, it neither triggers a timeline shift, modifies shareholder redemption economics, nor supplies operational data that would influence valuation or deal completion probability. Investors monitoring redemption windows, trust sufficiency, extension mechanics, or sponsor track record will find no operative alterations beyond the joint-filing designation.
What changed: Schedule 13G beneficial ownership report containing Exhibit 99.1, a Joint Filing Agreement pursuant to Rule 13d-1(k) executed by Ghisallo Capital Management LLC and Michael Germino. The filing contains only administrative acknowledgments of joint reporting liability. It does not update or modify NTWO’s redemption deadline, trust account balance, merger progress, or sponsor conduct. The attached Exhibit 99.1 stipulates that all future amendments require joint filing, with each party accepting independent liability for their own data and shared liability for overall accuracy. Beyond procedural language, the document discloses no commercial claims, customer metrics, revenue projections, market size estimates, strategic initiatives, technology updates, partnership developments, litigation matters, or personnel transitions. Why it matters: The agreement clarifies the regulatory filing structure for Ghisallo Capital Management LLC and Michael Germino, confirming they operate as a coordinated reporting group under securities law. This establishes clear accountability for future ownership disclosures but carries no direct impact on shareholder redemption mechanics, target integration timelines, or capital deployment schedules.
What changed: Schedule 13G/A (Amended Beneficial Ownership Report). The amendment formally registers four affiliated entities—The K2 Principal Fund, L.P., K2 Genpar 2017 Inc., SHAWN KIMEL INVESTMENTS, INC., and K2 & Associates Investment Management Inc.—as reporting persons for their aggregated stake in NTWO. The filers disclose no share counts, percentage ownership levels, acquisition prices, or dates of purchase in the provided excerpt. Why it matters: As a routine regulatory update, the filing confirms the continued aggregation of beneficial ownership across the K2 investment vehicle group. It contains no disclosures that would impact redemption calendars, trust account distributions, merger extension votes, or sponsor conduct. Attributed claims regarding target company fundamentals, customer concentration, revenue metrics, technology roadmaps, partnership agreements, or pending litigation are absent from this submission. The document solely updates the public registry of institutional holders meeting statutory reporting thresholds.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report filed pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. The filing amends the Schedule 13G statement dated December 31, 2024, to consolidate reporting under a single joint agreement for Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. The text discloses no alterations to the SPAC’s trust value, business combination deadline, redemption thresholds, extension procedures, or target acquisition progress. It simply authorizes Hayley Stein as Attorney-in-fact to execute filings on behalf of the four named holders; no new contractual terms, voting pacts, or sponsor conduct stipulations are introduced. Why it matters: For investors monitoring redemption calendars and sponsor behavior, this routine compliance exhibit indicates that Magnetar-affiliated vehicles and David J. Snyderman are grouping their beneficial ownership disclosures for the December 31, 2024 reporting period. While the joint filing does not mechanically alter redemption rights or shift the externally set deadline, aggregated 13G reporting clarifies the consolidated voting bloc ahead of potential shareholder votes on extensions or business combinations. The document contains zero assertions regarding customer bases, revenue streams, addressable markets, strategic pivots, intellectual property, commercial partnerships, pending litigation, or management changes. Because it is purely administrative, it does not materially affect near-term deal execution or trust distribution mechanics, though it establishes a transparent baseline for tracking institutional concentration as the expiration date approaches.
What changed: A Form 8-K current report and accompanying press release detailing post-initial public offering security separation mechanics and corporate governance listings. First, this document is a routine compliance exhibit and administrative announcement regarding the separation of publicly traded units into their constituent equity and warrant components. According to the filed 8-K and Exhibit 99.1, the company reported that on November 4, 2024, it consummated an IPO of 17,250,000 units, including 2,250,000 units issued via the full exercise of the underwriters’ over-allotment option. Per the press release, each unit originally contained one Class A ordinary share with a par value of $0.0001 per share and one-half of one redeemable warrant, with each whole warrant granting the right to buy one share at $11.50 per share. The company stated that commencing December 27, 2024, holders may elect to separately trade these components under Nasdaq symbols “NTWOU,” “NTWO,” and “NTWOW,” noting that no fractional warrants will be issued and brokers must coordinate with transfer agent Continental Stock Transfer & Trust Company to execute splits. Additionally, the filing notes the SEC declared the relevant registration statement effective on October 31, 2024, with BTIG, LLC serving as the sole book-running manager. Second, regarding other substance, the press release lists the corporate sponsor as Newbury Street II Acquisition Sponsor LLC and provides officer and director biographies, identifying Chief Executive Officer Thomas Bushey, Chief Financial Officer Jake Gudoian, and directors Matthew Hong, Jennifer Vescio, Josh Gold, and Ted Seides. It cites a principal office at 121 High Street, Floor 3, Boston, Massachusetts 022110. The filing reiterates the entity’s stated strategy to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. There are no claims regarding customers, revenue, market size, technology, partnerships, litigation, or active deal progress. No trust account balances or redemption calendar dates are referenced in the text. Why it matters: This filing operates as a mandatory market-structure update rather than a strategic development. It clarifies the liquid trading architecture available to shareholders immediately following the IPO, enabling independent pricing and risk management of the equity and warrant tranches ahead of any de-SPAC transaction announcement. By documenting the exact over-allotment count, exercise pricing, and separation workflow, it removes operational ambiguity for brokers and retail participants. The absence of target disclosure, trust valuation data, or extension notices confirms the company remains in the pre-combination fundraising phase, meaning investor exposure shifts purely from a pooled unit instrument to distinct equity and call-option instruments until a merger candidate is formally presented.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2024. The Company completed its IPO on November 4, 2024, including full exercise of the underwriters' over-allotment option, generating gross proceeds of $172,500,000 and placing $173,362,500 ($10.05 per unit) in the trust account. Previously outstanding promissory note of $213,706 was repaid. All previously subject-to-forfeiture founder shares (798,000) are no longer subject to forfeiture. No business combination target has been identified. Why it matters: This is the first quarterly report since the IPO, establishing the SPAC's post-IPO financial position – trust value of $173,362,500 ($10.05 per share), a 24-month deadline to November 4, 2026, and standard redemption mechanics. It confirms the sponsor's conduct (promissory note repaid, no working capital loans drawn, no business combination announced). The trust per-share value ($10.05) is slightly above the typical $10.00 due to initial interest. No redemption deadline or deal progress is reported because no business combination has been proposed.
What changed: Schedule 13G filed by The K2 Principal Fund, L.P. and affiliated Canadian entities (K2 Genpar 2017 Inc., Shawn Kimel Investments, Inc., K2 & Associates Investment Management Inc.) reporting beneficial ownership in Newbury Street II Acquisition Corp. The K2 reporting persons hold 1,350,000 Class A ordinary shares, representing 7.83% of the class. The percentage is calculated based on 17,250,000 ordinary shares issued and outstanding as of November 04, 2024, referencing a Form 8-K filed by the issuer on November 08, 2024. The filing details additional holdings: 36,772 Private Placement Class A units purchased at $10 per unit, each consisting of one Class A share and one-half warrant exercisable at $11.50 per share, described as non-redeemable. Additionally, the K2 group holds 294,175 Class B ordinary shares purchased at $0.0004 per share, which convert automatically into Class A shares on a one-for-one basis at the time of the initial business combination or earlier at the holder's option, subject to anti-dilution rights. Voting and dispositive power over the 1,350,000 Class A shares is shared among all four reporting persons with zero sole power. The filers certify the securities are not held for the purpose of influencing control. Why it matters: Clarifies the aggregate capital exposure and structure of the K2 affiliate group, distinguishing between redeemable public shares held and non-redeemable private placement units plus founder shares that will not participate in redemptions but may dilute existing shareholders upon conversion. Anchors the share count denominator to 17,250,000 shares tied to a recently filed Form 8-K, providing a verified benchmark for ownership percentages in the wake of the reported corporate action. Confirms the sponsorship group retains a significant 7.83% economic and voting block in Class A shares, alongside substantial founder interests, signaling continued alignment without asserting active control plans.
What changed: A Form 8-K current report disclosing the consummation of Newbury Street II Acquisition Corp’s initial public offering on November 4, 2024, together with an attached audited balance sheet, an independent registered public accounting firm report, and comprehensive notes to the financial statements. Per the company’s filing, it sold 17,250,000 units at $10.00 per unit for $172,500,000 in gross proceeds, while the sponsor and BTIG, LLC bought 648,375 private placement units at $10.00 per unit for $6,483,750. The company deposited $173,362,500 ($10.05 per unit) into a trust account with Continental Stock Transfer & Trust Company. The company sets a hard 24-month deadline, expiring November 4, 2026, to close an initial business combination. Management states that if the deal fails, public shares redeem at a per-share cash price equal to the trust deposit divided by outstanding public shares, less up to $100,000 for dissolution expenses and net taxes; warrants expire worthless. The underwriters agreed to waive their $6,037,500 deferred underwriting commission if the combination does not occur, redirecting those funds to the trust for redemptions. The sponsor, executive officers, and directors waived liquidating distribution rights on founder and private placement shares and bound themselves to require shareholder redemption votes before amending core redemption terms. Per the company’s administrative support agreement, effective November 1, 2024, the company pays the sponsor $10,000 monthly. The company notes available working capital loans up to $1,500,000 convertible into units at $10.00, with zero draws as of the balance sheet date. Why it matters: The filing establishes the definitive post-offering trust capitalization of $173,362,500 and locks the maximum operational timeline to November 4, 2026, fixing the redemption calendar baseline. The explicit contractual waiver of the $6,037,500 deferred underwriting fee by the underwriters in a failure scenario mathematically increases the trailing liquidity available for public shareholder returns. Sponsor alignment is legally codified through waived liquidation rights and amendment restrictions that force parallel redemption opportunities before altering shareholder economics. Management’s published screening threshold mandates acquiring target businesses with an aggregate fair market value of at least 80% of the trust account’s assets (excluding deferred underwriting commissions and taxes on trust interest) at agreement execution. The independent auditor, WithumSmith+Brown, PC, attests to a financial position reflecting $1,262,096 in non-trust operating cash, $6,157,564 in total liabilities including accrued offering costs of $109,264 and a $10,800 accrued expenses line, and a $(4,563,068) shareholders’ deficit offset by temporary equity classified at redemption value. The company discloses that geopolitical instability stemming from the Russia-Ukraine conflict and Israel-Hamas escalation presents documented market risks that could constrain capital access or delay target identification.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.