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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-31 · 700 added, 1083 removed, 520 unchanged (77% of the section changed)

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Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief

Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,

as appropriate, to allow timely decisions regarding required disclosure.

the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such

as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated

to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31,

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

We do not expect that

our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no

matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are

resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all

disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have

detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based

partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in

achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal

Control over Financial Reporting

This Report does not include

a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered

public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making these assessments, Management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, Management determined that we maintained effective internal control over

financial reporting as of December 31, 2025.

Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our

status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

Not applicable.

There have been no changes

to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Trading Arrangements

During the quarterly period

ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)

adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each

term is defined in Item 408(a) of Regulation S-K.

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional Information

Our principal business address

has changed from 121 High Street, Floor 3, Boston, MA 02110 to 960185 Gateway Blvd, Suite 201, Fernandina Beach, FL 32034.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors, Executive Officers and

Corporate Governance.

Directors and Executive Officers

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our directors and officers are as follows:

Anthony James Vinciquerra

Chairman of the Board of Directors

Thomas Bushey

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Jennifer Vescio

William Zachre Wyatt

The experience of our directors

and executive officers is as follows:

Thomas Bushey, Chief Executive Officer and

Thomas Bushey has served

as our Chief Executive Officer and director since June 2024.

Bushey brings a wealth of experience from his two-decades long career

as a successful investor, board member and capital allocator.

He is the founder and has served as managing partner and CEO of Sunderland

Capital Partners L.P.

Anthony James Vinciquerra

has served as our Chairman of the Board of Directors since May 2025.

Vinciquerra has served as chief executive and senior advisor

for several of the world’s largest and most influential media companies.

Since May 2025, Mr.

Vinciquerra has served on the Board

Directors of DirecTV.

From 2017 to 2025, he was the Chairman and Chief Executive Officer of Sony Pictures Entertainment (“SPE”),

overseeing the studio’s global operations, including motion picture, television and digital content production and distribution,

worldwide media networks, and the development of new entertainment products.

Following his stepping down from the CEO role in early 2025,

he continued to serve as SPE’s Non-Executive Chairman until December 31, 2025.

Before joining SPE, he was a senior advisor to TPG

Inc., a private equity firm, in the Technology, Media and Telecom sectors, where he advised on acquisitions and operations, from 2011

Prior to TPG, Mr.

Vinciquerra was chairman of Fox Networks Group, the largest operating unit of News Corporation, from 2008

to 2011, and president and CEO from 2002 to 2011.

Vinciquerra currently serves on the board of Madison Square Garden Sports, a role

he has held since 2020.

He previously served as a director of Qualcomm Incorporated from 2015 to 2025, Pandora Media, Inc.

to 2017, Univision Communications, Inc.

from 2011 to 2017, Motorola, Inc.

from 2007 to 2011, Motorola Mobility Holdings, Inc.

to 2012, and DirecTV from 2013 to 2015.

Vinciquerra is qualified to serve on the Board of Directors due to his significant experience

as a senior executive of media companies.

Thomas Bushey has

served as our Chief Executive Officer and director since June 2024.

Bushey brings a wealth of experience from his two-decades

long career as a successful investor, board member and capital allocator.

He is the founder and has served as managing partner and CEO

of Sunderland Capital Partners L.P.

(“Sunderland Capital”) since 2015.

Sunderland Capital is an operationally focused, long-term oriented

investment firm with a focus on emerging technologies and the consumer Internet.

Sunderland Capital is an operationally focused, long-term

oriented investment firm with a focus on emerging technologies and the consumer Internet.

Since November 2020, Mr.

Bushey also has

served as Chief Executive Officer, President and a director of Newbury Street Acquisition Corporation, a SPAC.

has served as Chief Executive Officer, President and a director of Newbury Street Acquisition Corporation, a SPAC.

Prior to founding

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Bushey is qualified to serve on the Board of Directors due to his significant investment banking and management

Jake Gudoian , Chief Financial Officer

Jake Gudoian has served as

our Chief Financial Officer since June 2024.

Gudoian has been Chief Operating Officer of Sunderland Capital Partners since 2023 and

an Analyst for Sunderland Capital Partners from 2019 to 2024.

Gudoian has a BS in Economics from the University of Rhode Island.

Matthew Hong, Chairman of the Board of Directors

Matthew Hong has served as

our Chairman of the Board of Directors since November 2024.

Hong has served as President and Chief Operating Officer of 2080

(d/b/a PlayOn!

Sports), a company engaged in streaming live and on-demand high school sports operating the NFHS Network, and

GoFan, a high school ticketing solution in the United States, since January 2023.

Hong served as President and Chief Operating

Officer of PlayOn!

Sports from January 2023 to August 2024.

In this role, Mr.

Hong oversees day-to-day operations for PlayOn!

Since February 2021, Mr.

Hong has served as the Chairman of the Board of Newbury Street Acquisition Corporation, a SPAC.

From May 2008 to June 2019,

Hong served in various roles, culminating in serving as the Chief Operating Officer, between March 2017 and June 2019,

of Turner Sports, a subsidiary of WarnerMedia and AT&T.

In this role, he oversaw teams responsible for long-term business strategy,

rights acquisitions, league partnerships, programming, marketing, revenue and sales inventory planning, and day-to-day operations

for the division.

In addition to his division-wide responsibilities, Mr.

Hong oversaw the management of various sports businesses

and properties including Bleacher Report, NBA TV, NBA Digital, NCAA Digital and March Madness Live, SI Digital, NASCAR.com, PGATOUR.com,

PGA.com and PGA Championship Live, GOLF.com, and the B/R Live OTT offering.

Prior to Turner Sports, from

January 2006 to May 2008, he served as vice president and general manager of interactive media at Thomson Learning.

From November 1999

to January 2006, he served in multiple roles at AOL, including as executive director of business development and executive director

While at AOL, he architected and oversaw the company’s partnership with, and equity stake in, Google, and managed the

search business across the AOL portfolio of properties.

Hong served as an

independent director of Advocado, Inc., a data-as-a-service company, from July 2020 to July 2023.

He previously served on the

board of directors of PlayOn!

Sports between August 2022 and January 2023;

of Inception Growth Acquisition Limited, a SPAC,

between March 2021 and December 2022;

of iStreamPlanet, a company that processes and delivers live video broadcasts over the

Internet, between August 2015 and June 2019;

and as a board observer of FanDuel, a gaming company, between June 2015 and

October 2017.

Hong received a JD, with honors, from Harvard Law School, and a BA in economics from NC State University.

Hong is qualified to serve on the Board of Directors due to his significant experience as a senior executive of media and Internet

Jennifer Vescio, Director

Jennifer Vescio has served

as one of our directors since November 2024.

Jake Gudoian has served

as our Chief Financial Officer since June 2024.

Gudoian has been Chief Operating Officer of Sunderland Capital Partners since 2023

and an Analyst for Sunderland Capital Partners from 2019 to 2024.

Gudoian has a BS in Economics from the University of Rhode

Jennifer Vescio has

served as one of our directors since November 2024.

Vescio formerly served as the global head of business development for Uber Technologies

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and management.

Josh Gold, Director

Josh Gold has served as one

of our directors since November 2024.

Gold serves as a general partner of Inverness LLC and Blue Flag Partners LLC in Boston, MA.

Josh Gold has served as one of our directors since November 2024.

as a general partner of Inverness LLC and Blue Flag Partners LLC in Boston, MA and as a strategic advisor of Ethos Capital.

was the co-founder and Chief Operating Officer of Three Bays Capital L.P.

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Gold is qualified to serve on the Board of Directors due to his experience in the financial services

Ted Seides, Director

Ted Seides has served as one

of our directors since November 2024.

Seides is the founder of Capital Allocators Partners, LLC and TDS Advisers, LLC, a platform

that includes podcasts, gatherings and advice on best practices in the asset management industry.

Ted Seides has served as one of our directors since November 2024.

is the founder of Capital Allocators Partners, LLC and TDS Advisors, LLC, a platform that includes podcasts, gatherings and advice on

best practices in the asset management industry.

Since February 2021, Mr.

has served as a senior adviser to Newbury Street Acquisition Corporation, a SPAC.

Seides has served as a senior adviser to Newbury Street

Acquisition Corporation, a SPAC.

From 2002 to 2015, Mr.

Seides served as the

president and co-chief investment officer of Protégé Partners LLC, a leading multibillion-dollar alternative investment

firm he founded that invested in and seeded small hedge funds.

Seides was profiled in the book “Top Hedge Fund

Investors.” In 2016, Mr.

Seides authored “So You Want to Start a Hedge Fund:

Lessons for Managers and Allocators.”

Seides began his career in 1992 under the tutelage of David Swensen at the Yale University Investments Office.

is qualified to serve on the Board of Directors due to his significant experience in the asset management industry.

Seides served as the president and co-chief investment officer of Protégé

Partners LLC, a leading multibillion-dollar alternative investment firm he founded that invested in and seeded small hedge funds.

Seides was profiled in the book “Top Hedge Fund Investors.” In 2016, Mr.

Seides authored “So You Want

to Start a Hedge Fund:

Lessons for Managers and Allocators.” In March 2021, Mr.

Seides authored “Capital Allocators:

How the world’s elite money managers lead and invest”, and in September 2024, Mr.

Seides authored his third book, “Private

Equity Deals:

Lessons in investing, dealmaking, and operations from private equity.” Mr.

Seides began his career in 1992 under

the tutelage of David Swensen at the Yale University Investments Office.

Seides is qualified to serve on the Board of Directors

due to his significant experience in the asset management industry.

William Zachre

Wyatt has served as one of our directors since May 2025.

Wyatt is the Managing Partner of The Donerail Group, a financial

services firm that he founded in 2018.

Donerail’s strategic advisory business serves as financial advisor to global companies

and financial sponsors, and its investment management business invests institutional capital across a variety of strategies and

In March 2021, Mr.

Wyatt co-sponsored a special purpose acquisition company, Isos Acquisition Corporation, that later

merged with Bowlero (now known as Lucky Strike) in a $2.6 billion transaction.

Prior to founding Donerail, he was the Head of Event

Driven Investments at Starboard Value, an investment firm.

Wyatt is qualified to serve on the Board of Directors due to his

significant experience in the financial industry.

Family Relationships

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Our Board of Directors consists

of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except

of six members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except

for those directors appointed prior to our first annual general meeting) serving a three-year term.

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at the second annual general meeting.

The term of office of the third class of directors, consisting of Matthew Hong and Thomas Bushey

will expire at the third annual general meeting.

The term of office of the third class of directors, consisting of Anthony James Vinciquerra, William

Zachre Wyatt and Thomas Bushey will expire at the third annual general meeting.

Our officers are appointed

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established two standing committees:

the Audit Committee and a compensation committee (the “Compensation Committee”).

to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed

company be comprised solely of independent directors.

Each committee operates under a charter that has been approved by our Board and

has the composition and responsibilities described below.

the Audit Committee and the Compensation Committee.

Subject to phase-in rules, the Nasdaq Rules

and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent

Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described

Audit Committee

We have established the Audit

The members of our Audit Committee are Matthew Hong, Jennifer Vescio and Josh Gold.

Matthew Hong serves as the chairman of

the Audit Committee.

The members of our Audit Committee are Josh Gold, Jennifer Vescio and Ted Seides.

Josh Gold serves as the chairman of the Audit

Each member of the Audit Committee

is financially literate and our Board of Directors has determined that Matthew Hong qualifies as an “audit committee financial expert”

is financially literate and our Board of Directors has determined that Josh Gold qualifies as an “audit committee financial expert”

as defined in applicable SEC rules and has accounting or related financial management expertise.

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of the Audit Committee, which details the principal functions of the Audit Committee, including:

● assisting with Board oversight of (i) the integrity of our financial statements, (ii) our compliance

with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence,

and (iv) the performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation,

retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered

public accounting firm engaged by us;

● pre-approving all audit and non-audit services to be provided by the independent registered public accounting

firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and

discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm

have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent

registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent

internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation

by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out

by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements and quarterly financial statements

with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

● reviewing with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any

employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any

significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities;

● advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under

the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement

change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the

SEC Clawback Rule.

with Board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements,

(iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of

our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement,

and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting

firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting

firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public

accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued

independence;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least

annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s

internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer

review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities,

within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with

to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent

registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed

pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or

compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports

that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards

or rules promulgated by the FASB, the SEC or other regulatory authorities.

● advising the Board and any other Board committees if the clawback

provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with

the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback

● implementing and overseeing our cybersecurity and information

security policies, and periodically reviewing the policies and managing potential cybersecurity incidents.

Compensation Committee

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We have adopted a charter of the Compensation Committee, which details the principal functions of the Compensation Committee,

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive

Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining

and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

● reviewing and making recommendations to our board of directors with respect to the compensation, and any

incentive compensation and equity based plans that are subject to Board approval of all of our other officers;

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers;

reviewing our executive compensation policies and plans;

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assisting Management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements

for our executive officers and employees;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

● advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule

are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of

it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed

on an exchange and subject to the SEC Clawback Rule.

advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

The charter of the Compensation

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The directors who participate in the consideration and recommendation of director nominees are Messrs.

Gold and Seides and Ms.

Vinciquerra, Gold, Seides,

Wyatt and Ms.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent.

As there is no standing nominating

committee, we do not have a nominating committee charter in place.

is no standing nominating committee, we do not have a nominating committee charter in place.

The Board of Directors also

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Code of Ethics

We have adopted a Code of

Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”).

A copy of the Code

of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us.

any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including

any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer,

principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or

the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not

incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website

are intended to be inactive textual references only.

We have adopted the Code of

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant

any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal

financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable

SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our

website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references

to our website are intended to be inactive textual references only.

The foregoing description

of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,

a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference .

a copy of which is attached hereto as Exhibit 14.

Trading Policies

On October 22, 2024, we adopted

the Insider Trading Policy, which is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the

applicable Nasdaq Rules.

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act,

in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can

recoup those improper payments from our executive officers.

The SEC has also adopted the SEC Clawback Rule that directs national stock

exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have

misstated its financial results.

On October 22, 2024, our Board

of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply

with the SEC Clawback Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”).

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined

in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance

with the Nasdaq Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct

or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board of Directors

may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed

fiscal years preceding the date on which we are required to prepare an accounting restatement.

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

On October 22, 2024, we adopted the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.

The foregoing description

of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider

Trading Policy, a copy of which is attached hereto as Exhibit 19.

Executive Compensation.

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We pay an affiliate of our Sponsor a total of $10,000 per month for office

space, administrative and support services.

Our Sponsor, directors and officers, or any of their respective affiliates, are reimbursed

for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and

performing due diligence on suitable Business Combinations.

Our Audit Committee reviews on a quarterly basis all payments that were made

by us to our Sponsor, directors, officers or any of their respective affiliates.

space, administrative and support services pursuant to the Administrative Support Agreement.

Our Sponsor, directors and officers, or any

of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such

as identifying potential target businesses and performing due diligence on suitable Business Combinations.

Our Audit Committee reviews

on a quarterly basis all payments that were made by us to our Sponsor, directors, officers or any of their respective affiliates.

After the completion of our

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factor in our decision to proceed with any potential Business Combination.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Recovery and Clawback Policy

On October 22, 2024, our Board

of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set

forth in Nasdaq Listing Rule 5608.

At no time during the fiscal year covered by this Report were

we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback

Policy, a copy of which is attached hereto as Exhibit 97.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth

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named below, with respect to the beneficial ownership of Ordinary Shares, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

each of our executive officers and directors that beneficially owns our Ordinary Shares;

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In the table below, percentage

ownership is based on 24,116,375 shares of our Ordinary Shares, consisting of (i) 17,998,375 Class A Ordinary Shares and (ii) 6,118,000

Class B Ordinary Shares, issued and outstanding as of March 31, 2025.

On all matters to be voted upon, except for (x) the appointment

and removal of directors to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class

A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

holders of Class B Ordinary Shares have the right to vote on the appointment and removal of directors prior to the completion of our initial

Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands.

Currently, all of the

Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

ownership is based on 24,116,375 Ordinary Shares, consisting of (i) 17,998,375 Class A Ordinary Shares and (ii) 6,118,000 Class B Ordinary

Shares, issued and outstanding as of March 6, 2026.

On all matters to be voted upon, except for (x) the appointment and removal of directors

to the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class

B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

Currently, all of the Class B Ordinary

Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

Unless otherwise indicated,

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Placement Warrants are not exercisable within 60 days of the date of this Report.

Class A Ordinary Shares

Class B Ordinary Shares

Ordinary Shares

Name and Address of Beneficial Owner (1)

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Thomas Bushey(3)

Matthew Hong(3)(4)

Anthony James Vinciquerra (3)

Jennifer Vescio(3)(4)

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Jake Gudoian(3)

William Zachre Wyatt (3)

All officers, directors and directors as a group (six persons)

Other 5% Shareholders

AQR Parties(5)

LMR Parties (5)

Magnetar Parties (6)

Healthcare of Ontario Pension Plan Trust Fund (8)

Barclays PLC (7)

AQR Parties (8)

Ghisallo Parties (9)

Wolverine Parties (10)

Linden Parties (11)

Unless otherwise noted, the principal business

address of each of the following entities or individuals is c/o Newbury Street II Acquisition Corp, 960185 Gateway Blvd, Suite 201,

Fernandina Beach, FL 32034.

Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Newbury Street II Acquisition Corp, 121 High Street, Floor 3, Boston, Massachusetts 02110.

Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will

automatically convert into Class A Ordinary Shares at the time of our initial Business Combination (with such conversion taking place

immediately prior to, simultaneously with, or immediately following the time of our initial Business Combination, as may be determined

by our Board), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment and forfeiture.

Such Founder Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination (with such conversion taking place immediately prior to, simultaneously with, or immediately following the time of our initial Business Combination, as may be determined by our Board), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

Our Sponsor is the record holder of 6,118,000 Founder Shares.

Investment and voting decisions are made

by Thomas Bushey, the managing member of our Sponsor, who may be deemed to beneficially own the Founder Shares held by the Sponsor.

Investment and voting decisions are made by Thomas Bushey, the managing member of our Sponsor and our Chief Executive Officer, who may be deemed to beneficially own the Founder Shares held by the Sponsor.

Bushey disclaims beneficial ownership of the Founder Shares held by the Sponsor.

Each of our other officers and directors is a member

of our Sponsor or has direct or indirect economic interests in our Sponsor, and each of them disclaims any beneficial ownership other

than to the extent of his or her pecuniary interest.

Each of our other officers and directors is a member of our Sponsor or has direct or indirect economic interests in our Sponsor, and each of them disclaims any beneficial ownership other than to the extent of his or her pecuniary interest.

Does not include indirect interest as a member of the Sponsor.

Each of our independent directors has been

allocated and will receive 40,000 Founder Shares, upon completion of our initial Business Combination, provided he or she continues to

serve in such capacity immediately prior thereto.

(5) According to a Schedule 13G filed with the SEC on February 14, 2025 by (i) AQR Capital Management, LLC,

a Delaware limited liability company (“AQR Capital”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability

company “(AQR Holdings”) and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“ACR Arbitrage”, collectively

with AQR Capital and AQR Holdings, the “AQR Parties”).

The principal business address of each of the AQR Parties is One Greenwich

Plaza, Greenwich, Connecticut 06830.

(6) According to a Schedule 13G filed with the SEC on February 14, 2025 by (i) LMR Partners LLP, a United

Kingdom limited liability partnership (“LMR”), (ii) LMR Partners Limited, a Hong Kong corporation (“LMR Limited”),

(iii) LMR Partners LLC, a Delaware limited liability company (“LMR LLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR

AG”), (v) LMR Partners (DIFC) Limited, an United Arab Emirates corporation (“LMR DIFC”), (vi) LMR Partners (Ireland)

Limited, a limited company incorporated in Ireland (“LMR Ireland”, collectively

with LMR, LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment Managers”), (vii) Ben Levine, a citizen of the United

Kingdom (“Mr.

Vinciquerra, Gold, Seides and Wyatt and Ms.

Vescio have been allocated and will receive 40,000 Founder Shares, upon completion of our initial Business Combination, provided he or she continues to serve in such capacity immediately prior thereto.

According to a Schedule 13G filed with the SEC on February 14, 2025 by (i) LMR Partners LLP, a United Kingdom limited liability partnership (“LMR”), (ii) LMR Partners Limited, a Hong Kong corporation (“LMR Limited”), (iii) LMR Partners LLC, a Delaware limited liability company (“LMR LLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR AG”), (v) LMR Partners (DIFC) Limited, an United Arab Emirates corporation (“LMR DIFC”), (vi) LMR Partners (Ireland) Limited, a limited company incorporated in Ireland (“LMR Ireland”, collectively with LMR, LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment Managers”), (vii) Ben Levine, a citizen of the United Kingdom (“Mr.

Levine”), and (viii) Stefan Renold, a citizen of Switzerland (“Mr.

Renold”, collectively with the

LMR Investment Managers and Mr.

Renold”, collectively with the LMR Investment Managers and Mr.

Levine, the “LMR Parties”).

The LMR Investment Managers serve as the investment managers to

certain funds with respect to the Public Shares held by certain funds.

Levine and Renold are ultimately in control of the investment

and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.

principal business address of each of the LMR Parties is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J

8AJ, United Kingdom.

(7) According to a Schedule 13G filed with the SEC on January 29, 2025 by (i) Magnetar Financial LLC, a Delaware

limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar

Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and

(iv) David J.

The LMR Investment Managers serve as the investment managers to certain funds with respect to the Public Shares held by certain funds.

Levine and Renold are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds.

The principal business address of each of the LMR Parties is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.

According to a Schedule 13G filed with the SEC on January 29, 2025 by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J.

Snyderman, a citizen of the United States (“Mr.

Snyderman”, collectively with Magnetar Financial, Magnetar Capital

Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds

(collectively, the “Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar

SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a

Delaware limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC,

all Delaware limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar

Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners

serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital

Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The principal business address of each of the Magnetar Parties is

1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

(8) According to a Schedule 13G filed with the SEC on February 14, 2025 by Healthcare of Ontario Pension Plan

Trust Fund, a pension plan formed as a trust under the laws of Ontario, Canada (“HOOPP”).

The principal business address of

HOOPP is 1 York Street, Suite 1900, Toronto, Ontario, Canada, M5J 0B6.

(9) According to a Schedule 13G filed with the SEC on February 12, 2025 by (i) Ghisallo Capital Management

LLC, a Delaware limited liability company (“Ghisallo”) and (ii) Michael Germino, a citizen of the United States (“Mr.

The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

According to a Schedule 13G filed with the SEC on May 13, 2025 by Barclays PLC (“Barclays”).

The principal business address of Barclays is 1 Churchill Place, London, E14 5HP, United Kingdom.

According to a Schedule 13G filed with the SEC on May 14, 2025 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR Capital”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company “(AQR Holdings”) and (iii) AQR Arbitrage, LLC a Delaware limited liability company (“ACR Arbitrage”, collectively with AQR Capital and AQR Holdings, the “AQR Parties”).

The principal business address of each of the AQR Parties is One Greenwich Plaza, Greenwich, Connecticut 06830.

According to a Schedule 13G filed with the SEC on February 12, 2025 by (i) Ghisallo Capital Management LLC, a Delaware limited liability company (“Ghisallo”) and (ii) Michael Germino, a citizen of the United States (“Mr.

Germino”, and together with Ghisallo, the “Ghisallo Parties”).

Ghisallo is the investment adviser to certain funds (the

“Ghisallo Funds”), with respect to the Public Shares directly held by the Ghisallo Funds;

Germino indirectly controls

Ghisallo, with respect to the Public Shares.

The principal business address of each of the Ghisallo Parties is 240 Newbury Street, 2nd

Floor, Boston, MA 02116.

(10) According to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Linden Capital L.P., a Bermuda

limited partnership (“Linden Capital”), (ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”),

(iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), and (iv) Siu Min (Joe) Wong, a citizen of Hong

Kong and the United States (“Mr.

Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden

Parties”) in connection with the Public Shares held for the account of Linden Capital and

one or more separately managed accounts (the “Managed Accounts”).

Ghisallo is the investment adviser to certain funds (the “Ghisallo Funds”), with respect to the Public Shares directly held by the Ghisallo Funds;

Germino indirectly controls Ghisallo, with respect to the Public Shares.

The principal business address of each of the Ghisallo Parties is 240 Newbury Street, 2nd Floor, Boston, Massachusetts 02116.

According to a Schedule 13G filed with the SEC on July 21, 2025 by (i) Wolverine Asset Management, LLC, an Illinois limited liability company (“WAM”), (ii) Wolverine Holdings, L.P., an Illinois limited partnership and the sole member and manager of WAM (“Wolverine Holdings”), (iii) Wolverine Trading Partners, Inc., an Illinois corporation and the general partner of Wolverine Holdings (“WTP”), (iv) Robert R.

Bellick, a Citizen of the United States (“Mr.

Bellick”) and (v) Christopher L.

Gust, a citizen of the United States (“Mr.

Gust”, and collectively with WAM, Wolverine Holdings, WTP and Mr.

Bellick, the “Wolverine Parties”).

Bellick may be deemed to control WTP.

The principal business address of each of the Wolverine Parties is is c/o Wolverine Asset Management, LLC 175 West Jackson Boulevard, Suite 340, Chicago, Illinois 60604.

According to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), (ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”), (iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), and (iv) Siu Min (Joe) Wong, a citizen of Hong Kong and the United States (“Mr.

Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden Parties”) in connection with the Public Shares held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”).

Linden GP is the general partner of Linden Capital.

Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts.

is the principal owner and controlling person of Linden Advisors and Linden GP.

The principal business address for Linden Capital

is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors, Linden GP and

Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts.

Wong is the principal owner and controlling person of Linden Advisors and Linden GP.

The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors, Linden GP and Mr.

Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

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Changes in Control

Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related

Transactions, and Director Independence.

On June 20, 2024, our

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the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement.

The Private Placement Units are identical

to the Public Units, except as otherwise described in the Report.

The Private Placement Units (and underlying

shares) are identical to the Public Units (and underlying shares), except as otherwise described in the Report.

If any of our directors or

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We have entered into an Administrative

Support Agreement with an affiliate of our Sponsor, pursuant to which we pay a total of $10,000 per month to such affiliate for office

space, administrative and support services.

Upon completion of our initial Business Combination or our liquidation, we will cease paying

these monthly fees.

Support Agreement with an affiliate of our Sponsor, pursuant to which we pay a total of $10,000 per month to such affiliate for certain

office space, administrative and support services.

Upon completion of our initial Business Combination or our liquidation, we will cease

paying these monthly fees.

Accordingly, in the event the consummation of our initial Business Combination takes 24 months, an affiliate

of our Sponsor will be paid a total of $240,000 ($10,000 per month) for office space, administrative and support services and also is

entitled to be reimbursed for any out-of-pocket expenses.

Under the Administrative Support Agreement,

there was $20,000 incurred and paid for the period from June 18, 2024 (inception) through December 31, 2024 .

of our Sponsor will be paid a total of $240,000 ($10,000 per month) for certain office space, administrative and support services and

also is entitled to be reimbursed for any out-of-pocket expenses.

As of December 31, 2025 and 2024, we incurred $120,000 and $20,000,

respectively, in fees for these services.

These amounts are paid and included in the general and administrative costs on the statements

of operations of the financial statements included elsewhere this Report.

Our Sponsor, directors and

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expenses incurred by such persons in connection with activities on our behalf.

On June 20, 2024, we

entered into the IPO Promissory Note to the Sponsor, whereby the Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses

related to the Initial Public Offering.

The IPO Promissory Note was non-interest bearing and payable on the earlier of June 30, 2025,

or the date on which we consummated the Initial Public Offering.

On November 4, 2024, we repaid the total outstanding balance of the IPO

Promissory Note and as of December 31, 2024, there was $0 outstanding under the IPO Promissory Note.

Borrowings under the IPO Promissory

Note are no longer available.

In addition, in order to finance

transaction costs in connection with an intended initial Business Combination, our Sponsor or any of its affiliates or our directors and

officers may, but are not obligated to, loan us Working Capital Loans as may be required.

If we complete our initial Business Combination,

we may repay such Working Capital Loans out of the proceeds of the Trust Account released to us.

Otherwise, such Working Capital Loans

may be repaid only out of funds held outside the Trust Account.

In the event that our initial Business Combination does not close, we

may use a portion of the working capital held outside the Trust Account to repay any Working Capital Loans, but no proceeds from our Trust

Account would be used to repay any Working Capital Loans.

Up to $1,500,000 of any Working Capital Loans for each such person may be convertible

into units at a price of $10.00 per unit at the option of the lender.

The units would be identical to the Private Placement Units.

terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital

On June 4, 2024, our Sponsor

agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2025 or the completion of our Initial Public

The loan of $213,706 was fully repaid upon the consummation of our Initial Public Offering on November 4, 2024.

No additional

borrowing is available under the IPO Promissory Note.

On November 4, 2024, we repaid

$25,000 to the Sponsor in excess of the IPO Promissory Note.

On September 26, 2025, we paid tax and accounting expenses on behalf of the

Sponsor of $7,590.

As of December 31, 2025 and 2024, $32,590 and $25,000, respectively, were due to be repaid to us by the Sponsor.

In order to fund working capital

deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors

or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

If we complete a Business Combination,

we will repay such Working Capital Loans.

In the event that a Business Combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such

Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price

of $10.00 per unit.

The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).

Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist

with respect to such Working Capital Loans.

As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital

We do not expect to seek loans from parties other than Sponsor or an affiliate of our Sponsor as we do not believe third parties

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it will be up to the directors of the post-combination business to determine executive officer and director compensation.

Pursuant to the Registration

Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Units (and in each case holders of their underlying securities,

as applicable), (iii) units that may be issued upon conversion of Working Capital Loans (and their underlying securities), (iv) any Class A

Ordinary Shares issuable upon conversion of the Founder Shares and (v) any Class A Ordinary Shares held by our Initial Shareholders,

including the Representative Shares, will be entitled to registration rights requiring us to register such securities for resale (in the

case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of these securities are entitled to

make up to three demands that we offer such securities in an underwritten offering.

These holders also have certain “piggy-back”

registration rights with respect to certain underwritten offerings we may conduct.

Notwithstanding anything to the contrary, BTIG may

only make a demand on one occasion and only during the five-year period beginning on the date the sales for the Initial Public Offering

In addition, BTIG may participate in a “piggy-back” registration only during the seven-year period beginning

on the date the sales for the Initial Public Offering commenced.

We will bear the expenses incurred in connection with registering these

to the Registration Rights Agreement, the holders of (i) the Founder Shares, (ii) the Representative Shares, (iii) the Private Placement

Units and (iv) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders

of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring

us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements

filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant

to Rule 415 under the Securities Act.

BTIG may only make a demand on one occasion and only during the five-year period beginning on the

effective date of the IPO Registration Statement.

We will bear the expenses incurred in connection with the filing of any such registration

The Private Placement Warrants may not be exercised more than five years from the date the sales for the Initial Public

Offering commenced in compliance with Rule 5110(g)(8)(A).

Our Sponsor, directors and

officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions

from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if we fail to complete our initial

Business Combination within the Combination Period.

However, if our Sponsor, directors and officers acquire Public Shares in or after

the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares

if we fail to complete our initial Business Combination within the Combination Period.

Additionally, pursuant to

the Letter Agreement, they will not propose any amendment to our Amended and Restated Charter (i) to modify the substance or timing of

our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do

not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating

to shareholders’ rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with

the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to

liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination

within the Combination Period.

Additionally,

pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles

to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other

material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public

Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and

not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.

Director Independence

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of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We have three “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our Board of Directors has

determined that each of Matthew Hong, Jennifer Vescio, Josh Gold and Ted Seides is an independent director under applicable SEC rules and

the Nasdaq Rules.

Our independent directors

have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

Our Board of Directors has determined that each of Anthony James Vinciquerra, Jennifer Vescio, Josh Gold, Ted Seides and William Zachre

Wyatt is an independent director under applicable SEC rules and the Nasdaq Rules.

Principal Accountant Fees

and Services.

The following is a summary

of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees

for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum

in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the audit of our annual financial

statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with

the SEC for the period from June 18, 2024 (inception) through December 31, 2024 totaled $50,300.

The above amounts include interim procedures

and audit fees, as well as attendance at Audit Committee meetings.

Audit fees consist of the

aggregate fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the (i) audit of

our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and

other required filings with the SEC for the year ended December 31, 2025 and the period from June 18, 2024 (inception) through December

31, 2024 totaled $125,840 and $50,300, respectively.

The above amounts include interim procedures and audit fees, as well as attendance

at Audit Committee meetings.

Audit-Related Fees

Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related fees for the period

from June 18, 2024 (inception) through December 31, 2024.

consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay

Withum for tax services, planning or advice for the period from June 18, 2024 (inception) through December 31, 2024.

of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related

fees for the year ended December 31, 2025 and the period from June 18, 2024 (inception) through December 31, 2024.

Tax fees consist of the aggregate fees billed for

professional services relating to tax compliance, tax planning and tax advice.

We did not pay Withum for tax services, planning or

advice for the year ended December 31, 2025 and the period from June 18, 2024 (inception) through December 31, 2024.

All Other Fees

other fees consist of fees billed for all other services.

We did not pay Withum for any other services for the period from

June 18, 2024 (inception) through December 31, 2024.

All other fees consist of

the aggregate fees billed for all other services.

We did not pay Withum for any other services for the year ended December 31, 2025

and the period from June 18, 2024 (inception) through December 31, 2024.

Pre-Approval Policy

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non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of

exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the

Exhibit and Financial Statement Schedules.

The following documents are filed as part of this Report:

following documents are filed as part of this Report:

(1) Financial

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Financial Statements:

of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Sheet as of December 31, 2024

of Operations for the period from June 18, 2024 (inception) through December 31, 2024

of Changes in Shareholders’ Deficit for the period from June 18, 2024 (inception) through December 31, 2024

of Cash Flows for the period from June 18, 2024 (inception) through December 31, 2024

to Financial Statements

Financial Statement Schedules

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024

Notes to Financial Statements

(2) Financial

Statement Schedules

All financial statement schedules

8 unchanged sentences

NEWBURY STREET II ACQUISITION CORP

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 ) F-2

Financial Statements:

Balance Sheet as of December 31, 2024 F-3

Statement of Operations for the period from June 18, 2024 (inception) through December 31, 2024 F-4

Statement of Changes in Shareholders’ Deficit for the period from June 18, 2024 (inception) through December 31, 2024 F-5

Statement of Cash Flows for the period from June 18, 2024 (inception) through December 31, 2024 F-6

Notes to Financial Statements F-7 to F-18

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors

To the Board of Directors and Shareholders of

Newbury Street II Acquisition Corp:

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Newbury Street II Acquisition Corp.

as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit

and cash flows for the period from June 18, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to

as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the period ended June 18, 2024

(inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Newbury Street II Acquisition Corp (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit and cash flows for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Newbury Street II Acquisition Corp as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from June 18, 2024 (inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable complete a business combination by November 4, 2026, then the Company will cease all operations except for the purpose of liquidating.

The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Newbury Street II Acquisition Corp in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Newbury Street II Acquisition Corp.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor

We have served as the Company's auditor since 2024.

New York, New York

March 6, 2026

PCAOB ID NUMBER 100

NEWBURY STREET II ACQUISITION CORP

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current Assets

Cash $ 772,506 $ 1,237,201

Due from Sponsor 32,590 25,000

3 unchanged sentences

Cash and securities held in Trust Account 181,847,374 174,580,335

$ 176,114,288

Total Assets $ 182,743,641 $ 176,114,288

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

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Commitments and Contingencies (Note 6)

Class A Ordinary Shares subject to possible redemption, 17,250,000 shares issued and outstanding, at redemption value of $ 10.12 per share

Class A Ordinary Shares subject to possible redemption 17,250,000 shares issued and outstanding, at redemption value of $ 10.54 per share as of December 31, 2025 and $ 10.12 as of December 31, 2024 181,847,374 174,580,335

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding

none issued or outstanding as of December 31, 2025 and December 31, 2024 — —

Class A Ordinary Shares, $ 0.0001 par value;

500,000,000 shares authorized;

748,375 shares issued and outstanding (excluding 17,250,000 shares subject to possible redemption)

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 shares authorized;

6,118,000 shares issued and outstanding

6,118,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024 612 612

Additional paid-in capital — —

Accumulated deficit ( 5,289,224 ) ( 4,643,177 )

( 4,643,177 )

Total Shareholders’ Deficit ( 5,288,537 ) ( 4,642,490 )

( 4,642,490 )

TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT $ 182,743,641 $ 176,114,288

$ 176,114,288

The accompanying notes are an integral

part of these financial statements.

The accompanying notes are an integral part of

these financial statements.

NEWBURY STREET II ACQUISITION CORP

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JUNE 18, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

Operating and formation costs

STATEMENTS OF OPERATIONS

Period from June 18,

2024 (inception)

General and administrative costs $ 688,452 $ 175,611

Loss from Operations ( 688,452 ) ( 175,611 )

1 unchanged sentence

Interest earned on cash and securities held in Trust Account 7,267,039 1,217,835

Interest on operating account 42,405 —

Total other income 7,309,444 1,217,835

Net Income $ 6,620,992 $ 1,042,224

Weighted average shares outstanding of redeemable Class A Ordinary Shares outstanding 17,250,000 5,016,582

Basic Net Income per Ordinary Share, redeemable Class A Ordinary Shares $ 0.27 $ 0.10

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares outstanding

Diluted net income per ordinary share, non-redeemable Class A and Class B Ordinary Shares

The accompanying notes are an integral

part of these financial statements.

Weighted average shares outstanding of non-redeemable Class A Ordinary Shares and Class B Ordinary Shares outstanding 6,866,375 5,715,425

Basic Net Income per Ordinary Share, non-redeemable Class A Ordinary Shares and Class B Ordinary Shares $ 0.27 $ 0.10

The accompanying notes are an integral part of

these financial statements.

NEWBURY STREET II ACQUISITION CORP

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM JUNE 18, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR THE PERIOD FROM JUNE 18, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

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Balance as of June 18, 2024 (inception) — $ — — $ — $ — $ — $ —

of Class B Ordinary Shares to Sponsor

Issuance of Class B Ordinary Shares to Sponsor — — 6,118,000 612 24,388 — 25,000

Accretion for Class A Ordinary Shares to redemption amount — — — — ( 7,721,375 ) ( 5,685,401 ) ( 13,406,776 )

( 7,721,375 )

( 5,685,401 )

( 13,406,776 )

Sale of Private Placement Units 648,375 65 — — 6,483,685 — 6,483,750

2 unchanged sentences

Allocated value of transaction costs — — — — ( 55,188 ) — ( 55,188 )

Net income — — — — — 1,042,224 1,042,224

Balance – December 31, 2024 748,375 $ 75 6,118,000 $ 612 $ — $ ( 4,643,177 ) $ ( 4,642,490 )

$ ( 4,643,177 )

$ ( 4,642,490 )

The accompanying notes are an integral

part of these financial statements.

Accretion for Class A Ordinary Shares to redemption amount — — — — — ( 7,267,039 ) ( 7,267,039 )

Net income — — — — — 6,620,992 6,620,992

Balance - December 31, 2025 748,375 $ 75 6,118,000 $ 612 $ — $ ( 5,289,224 ) $ ( 5,288,537 )

The accompanying notes are an integral part of

these financial statements.

NEWBURY STREET II ACQUISITION CORP

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JUNE 18, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

Period from June 18,

Cash flows from operating activities:

Net income $ 6,620,992 $ 1,042,224

Adjustments to reconcile net income to net cash used in operating activities:

2 unchanged sentences

Interest earned on cash and securities held in Trust Account ( 7,267,039 ) ( 1,217,835 )

( 1,217,835 )

Changes in operating assets and liabilities:

2 unchanged sentences

Long-term prepaid insurance 86,667 ( 86,667 )

Accrued expenses

Accounts payables and accrued expenses 83,625 38,679

Accrued offering costs ( 75,264 ) —

Net cash used in operating activities ( 464,695 ) ( 298,395 )

1 unchanged sentence

Investment of cash into Trust Account — ( 173,362,500 )

( 173,362,500 )

Net cash used in investing activities — ( 173,362,500 )

( 173,362,500 )

Cash flows from financing activities:

7 unchanged sentences

Cash - End of period $ 772,506 $ 1,237,201

Noncash investing and financing activities:

Supplemental disclosure of noncash investing and financing activities:

Deferred offering costs included in accrued offering costs $ — $ 100,264

3 unchanged sentences

Deferred underwriting fee payable $ — $ 6,037,500

The accompanying notes are an integral

part of these financial statements.

The accompanying notes are an integral part of

these financial statements.

NEWBURY STREET II ACQUISITION

1 unchanged sentence

DECEMBER 31, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

Newbury Street II Acquisition

Corp (the “Company”) was incorporated as a Cayman Islands exempted company on June 18, 2024.

The Company was incorporated

for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

(“Business Combination”) with one or more businesses that the Company has not yet identified.

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of December 31, 2024, the

Company had not yet commenced operations.

All activity for the period from June 18, 2024 (inception) through December 31, 2024 relates

to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying

a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial

Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds

derived from the Initial Public Offering.

Newbury Street II Acquisition Corp ( the “ Company ”) was incorporated as a Cayman Islands exempted company on June 18, 2024 .

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) that the Company has not yet identified.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target.

As of December 31, 2025, the Company had not yet commenced operations.

All activity for the period from June 18, 2024 (inception) through December 31, 2025 related to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering (as defined below), identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination.

The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

Sponsor and Initial Financing

The Company’s sponsor

is Newbury Street II Acquisition Sponsor LLC (the “Sponsor”).

The Registration Statement on Form S-1 for the Initial

Public Offering, initially filed with the U.S.

Securities and Exchange Commission (the “SEC”) on August 9, 2024,

as amended (File No.

The Company’s sponsor is Newbury Street II Acquisition Sponsor LLC (the “Sponsor”).

The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S.

Securities and Exchange Commission (the “SEC”) on August 9, 2024, as amended (File No.

333-281456), was declared effective on October 31, 2024 (the “IPO Registration Statement”).

On November 4, 2024, the Company consummated the initial public offering of 17,250,000 units (the “Public Units”), which

included the full exercise by the underwriter of their over-allotment option (the “Over-Allotment Option”) in the amount of

2,250,000 units (the “Option Units”), at $ 10.00 per Public Unit, generating gross proceeds of $ 172,500,000 , which is described

in Note 3 (the “Initial Public Offering”).

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per

share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units,

the “Public Shares”) and one-half of one redeemable warrant of the Company (the “Public Warrants”).

Simultaneously with the closing

of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, the Company consummated the sale of an

aggregate of 648,375 units (the “Private Placement Units”, and together with the Public Units, the “Units”)

at a price of $ 10.00 per Private Placement Unit in a private placement (the “Private Placement”), generating gross proceeds

of $ 6,483,750 , which is described in Note 4.

Each Private Placement Unit consists

of one Class A Ordinary Share (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”,

and together with the Public Warrants, the “Warrants”).

Transaction costs amounted

to $ 10,113,129 , consisting of $ 3,450,000 of cash underwriting fee, $ 6,037,500 of deferred underwriting fee, and $ 625,629 of other offering

On November 4, 2024, the Company consummated the initial public offering of 17,250,000 units (the “Public Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 2,250,000 units (the “Option Units”), at $ 10.00 per Public Unit, generating gross proceeds of $ 172,500,000 , which is described in Note 3 (the “Initial Public Offering”).

Each Public Unit consists of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Public Units, the “Public Shares”) and one-half of one redeemable warrant (each, a “Public Warrant”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 648,375 units (the “Private Placement Units”, and together with the Public Units, the “Units”) at a price of $ 10.00 per Private Placement Unit to the Sponsor and BTIG, LLC (“BTIG”), the underwriter in the Initial Public Offering (the “Underwriter”), in a private placement, generating gross proceeds of $ 6,483,750 , which is described in Note 4 (the “Private Placement”).

Of those 648,375 Private Placement Units, the Sponsor purchased 484,500 Private Placement Units and BTIG purchased 163,875 Private Placement Units.

Each Private Placement Unit consists of one Class A Ordinary Share (the “Private Placement Shares”) and one-half of one warrant (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”).

Transaction costs amounted to $ 10,113,129 , consisting of $ 3,450,000 of cash underwriting fee, the Deferred Fee of $ 6,037,500 (as defined in Note 6), and $ 625,629 of other offering costs.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Trust Account

Following the closing of the

Initial Public Offering, on November 4, 2024, an amount of $ 173,362,500 ($ 10.05 per Public Unit) from the net proceeds of the Initial

Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), held only in either (i) U.S.

Department of the Treasury (the “Treasury”) bills with a maturity of 185 days or less or in money market funds investing

solely in Treasuries obligations, (ii) uninvested cash, or (iii) an interest-bearing bank demand deposit account or other accounts

at a bank that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination

or (ii) the distribution of the Trust Account proceeds as described below.

Following the closing of the Initial Public Offering, on November 4, 2024, an amount of $ 173,362,500 ($ 10.05 per Public Unit) from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee.

The funds in the Trust Account are held only in (i) U.S.

Department of the Treasury (the “Treasury”) bills with a maturity of 185 days or less or in money market funds investing solely in Treasuries obligations, (ii) uninvested cash, or (iii) an interest-bearing bank demand deposit account or other accounts at a bank that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The funds will remain in the Trust Account until the earlier of (x) the consummation of the initial Business Combination or (y) the distribution of the Trust Account proceeds as described below.

As of the accompanying balance sheet date, these funds were held in money market accounts.

Initial Business Combination

The Company’s management

(“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering,

although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating

a Business Combination.

The initial Business Combination must occur with one or more target businesses that together have an aggregate

fair market value of at least 80 % of the assets held in the Trust Account (excluding the Deferred Discount and taxes payable, if any,

on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination.

Furthermore, there is no assurance

that the Company will be able to successfully effect a Business Combination.

NEWBURY STREET II ACQUISITION

The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination.

The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the Deferred Fee and taxes payable, if any, on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination.

Furthermore, there is no assurance that the Company will be able to successfully consummate a Business Combination.

The Company will provide the holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against, the initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement.

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with the Company where it does not survive and any transactions where the Company issues more than 20 % of the issued and outstanding Ordinary Shares (as defined in Note 5) or seek to the Company’s amend the amended and restated memorandum and articles of association (as currently in effect, the “Amended and Restated Articles”) would typically require shareholder approval.

The Company intends to conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law or stock exchange listing rules, or the Company chooses to seek shareholder approval for business 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 Combination (the “Combination Period”).

If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $ 100,000 of interest to pay dissolution expenses and net of taxes payable, if any), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire without value to the holder if the Company fails to complete the initial Business Combination within the Combination Period.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Company will provide the

holders of Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote

for, or against, the initial Business Combination, all or a portion of their Public Shares upon the completion of the initial Business

Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) by means

of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct

a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of

the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or

stock exchange listing requirement.

Asset acquisitions and share purchases would not typically require shareholder approval while direct

mergers with the Company where it does not survive and any transactions where the Company issue more than 20 % of the issued and outstanding

Ordinary Shares (as defined in Note 5) or seek to the Company’s amend the amended and restated memorandum and articles of association

(the “Amended and Restated Charter”) would typically require shareholder approval.

The Company intends to conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC unless shareholder approval is required by applicable law

or stock exchange listing rules or the Company chooses to seek shareholder approval for business or other reasons.

The Amended and Restated Charter

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 Combination (the “Combination Period”).

If the Company

is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except

for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter (and

subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $ 100,000

of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption

will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions,

if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval

of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the obligations under Cayman Islands law

to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions

with respect to the Warrants, which will expire without value to the holder if the Company fails to complete the initial Business Combination

within the Combination Period.

The Sponsor and the Company’s

executive officers and directors have entered into a letter agreement with the Company, dated October 31, 2024 (the “Letter Agreement”),

pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares

(as defined in Note 5) and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination

However, if the Sponsor and the Company’s executive officers and directors acquire Public Shares, they will be entitled

to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the initial Business

Combination within the Combination Period.

The underwriter of the Initial Public Offering have agreed to waive their rights to their Deferred

Discount (as defined in Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the

Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to

fund the redemption of the Public Shares.

The Sponsor and the Company’s

executive officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to the Amended

and Restated Charter (i) in that would modify the substance or timing of the obligation to allow redemption in connection with the

initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination

within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity, in each case unless the Company provides the Public Shareholders with the opportunity to redeem their Public

Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding

Public Shares.

The Sponsor and the Company’s executive officers and directors have entered into a letter agreement with the Company, dated October 31, 2024 (the “Letter Agreement”), pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares (as defined in Note 5) and Private Placement Shares if the Company fails to complete the initial Business Combination within the Combination Period.

However, if the Sponsor and the Company’s executive officers and directors acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the initial Business Combination within the Combination Period.

The Underwriter has agreed to waive its rights to the Deferred Fee held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

The Sponsor, and the Company’s executive officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to the Amended and Restated Articles (i) in that would modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, if any), divided by the number of then issued and outstanding Public Shares.

Board and Audit Committee Changes

On May 28, 2025, Matthew Hong notified the Board of his resignation as a member and chairman of the Board and a member and chair of the audit committee of the Board (the “Audit Committee”), effective as of the same day.

On May 28, 2025, the Board appointed Anthony James Vinciquerra and William Zachre Wyatt as directors of the Board (the “New Directors”).

Effective as of May 28, 2025, Mr.

Vinciquerra was appointed as chairman of the Board, Ted Seides, a director of the Company, was appointed as a member of the Audit Committee, and Josh Gold, a director and member of the Audit Committee, was appointed as chair of the Audit Committee.

The New Directors serve as Class III Directors of the Board, whose term will expire at the Company’s third annual general meeting.

In connection with the appointments, the New Directors signed a joinder to the Letter Agreement, pursuant to which, among other things, they agreed to waive certain redemption rights and to vote any Ordinary Shares they hold in favor of an initial Business Combination.

The New Directors also entered into a standard director indemnity agreement with the Company.

Each of the New Directors will also receive membership interests in the Sponsor representing ownership of certain Class B Ordinary Shares solely upon consummation of the Business Combination with a target introduced by such director.

Risks and Uncertainties

The United States and

global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine

conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic

Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United

Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related

individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other

assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and

the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO,

the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

NEWBURY STREET II ACQUISITION

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Any of the above mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the

Company’s search for a Business Combination and any target business with which the Company may ultimately consummate a Business

As of December 31, 2024, the

Company had $ 1,237,201 in cash and a working capital of $ 1,308,343 .

In connection with the Company’s assessment of going concern

considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 205-40 “Going Concern,” the Company has sufficient funds for the working capital needs of the Company until a minimum

of one year from the date of issuance of the accompanying financial statements.

The Company cannot be assured that its plans to consummate

a Business Combination will be successful.

The Company does not believe

it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate

of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than

the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business

Liquidity, Capital Resources and Going Concern

The Company has a mandatory liquidation date of November 4, 2026, the end of the Combination Period, at which time it will cease all operations except for the purpose of winding up, redeeming public shares, and liquidating.

As of December 31, 2025, the Company had working capital of $ 748,963 and cash outside the Trust Account available to fund ongoing operating expenses.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards 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 within one year after the date that the accompanying financial statements were issued.

The Company’s liquidity needs through the liquidation date will depend on the level of transaction costs and the timing of a potential Business Combination.

While the current working capital is expected to be sufficient to fund operations for 12 months from the issuance of the accompanying financial statements, if additional expenses are incurred or the Business Combination process extends significantly, the Company may need to seek additional financing 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 substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial

statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United

States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including,

but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of

2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply

with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has

different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised

standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements

with another public company which is neither an emerging growth company nor an emerging growth company that has opted out of using the

extended transition period difficult or impossible because of the potential differences in accounting standards used.

NEWBURY STREET II ACQUISITION

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company Status

The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the accompanying financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

1 unchanged sentence

Use of Estimates

The preparation of the accompanying

financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the

reported amounts of expenses during the reporting period.

Making estimates requires

Management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

The preparation of the accompanying financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires Management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,237,201

cash and no cash equivalents as of December 31, 2024.

Cash and Securities Held in Trust Account

As of December 31, 2024, the

assets held in the Trust Account, amounting to $ 174,580,335 , were held in money market funds investing in Treasury bills.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 772,506 and $ 1,237,201 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Securities Held in Trust Account

As of December 31, 2025 and 2024, the assets held in the Trust Account, amounting to $ 181,847,374 and $ 174,580,335 , respectively, were held in money market funds investing in Treasury bills.

Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurement,” approximates

the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could

have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs Associated with the Initial

Public Offering

The Company complies with

the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.”

Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible

debt into its equity and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between

Class A Ordinary Shares subject to possible redemption and Warrants, using the residual method by allocating Initial Public Offering proceeds

first to assigned value of the Warrants and then to the Class A Ordinary Shares subject to possible redemption.

Offering costs allocated

to Class A Ordinary Shares subject to possible redemption were charged to temporary equity while offering costs allocated to the Public

Warrants and Private Placement Units were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after

Management’s evaluation are accounted for under equity treatment.

The Company accounts for income

taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach

to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between

the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted

tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition

threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be

taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

Management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024, there were no unrecognized

tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

NEWBURY STREET II ACQUISITION

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs”, and SEC Staff Accounting Bulletin Topic 5A, — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applied this guidance to allocate Initial Public Offering proceeds from the Public Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares.

Offering costs allocated to Public Shares were charged to temporary equity.

Offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit.

After Management’s evaluation, the Warrants were accounted for under equity treatment.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Company is considered

to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes

or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero

for the periods presented.

The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the accompanying financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the accompanying financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

Management determined that the Cayman Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the periods presented.

Warrant Instruments

The Company accounted for

the Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained

in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and recorded the warrant instruments

under equity treatment at their assigned values.

Net Income per Ordinary Share

The Company accounted for the Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and recorded the warrant instruments under equity treatment at their assigned values.

Net Income per Ordinary Share

is computed by dividing net income by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary

Shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 798,000 Ordinary Shares that were

subject to forfeiture if the Over-Allotment Option (see Note 5).

As of December 31, 2024, the Company did not have any dilutive securities

and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company.

As a result, diluted income per Ordinary Share is the same as basic income per Ordinary Share for the period presented.

For the Period from June 18,

2024 (Inception) through

December 31, 2024

Redeemable Class A Ordinary Shares

Non-Redeemable Class A and Class B Ordinary Shares

Basic net income per Ordinary Share:

Allocation of net income, basic

Basic weighted average Ordinary Shares outstanding

Basic net income per Ordinary Share

NEWBURY STREET II ACQUISITION

Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture.

For the period from June 18, 2024 (inception) through December 31, 2024, weighted average Ordinary Shares were reduced for the effect of an aggregate of 798,000 Founder Shares that were subject to forfeiture if the Over-Allotment Option was not exercised (see Note 5).

As of December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company.

As a result, diluted income per Ordinary Share is the same as basic income per Ordinary Share for the periods presented.

Period from June 18,

Ordinary Shares subject to possible redemption

Net income allocable to Ordinary Shares subject to possible redemption $ 4,735,874 $ 487,178

Weighted average shares outstanding, redeemable Ordinary Shares 17,250,000 5,016,582

Basic and diluted net income per share, redeemable Ordinary Shares $ 0.27 $ 0.10

Non-redeemable Ordinary Shares

Net income allocable to common stock not subject to redemption $ 1,885,118 $ 555,046

Weighted average shares outstanding, non-redeemable Ordinary Shares 6,866,375 5,715,425

Basic and diluted net income per share, non-redeemable Ordinary Shares $ 0.27 $ 0.10

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Class A Ordinary Shares Subject to Possible

The Public Shares contain

a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there

is a shareholder vote or tender offer in connection with the initial Business Combination and with amendments to the Amended and Restated

In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public

Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable Ordinary

Shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering,

the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable Public

Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of

November 4, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside

of the shareholders’ deficit section of the accompanying balance sheet.

As of December 31, 2024, Class A Ordinary Shares subject

to possible redemption reflected in the accompanying balance sheet are reconciled in the following table:

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination and with amendments to the Amended and Restated Articles.

In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable Public Shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable Public Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

As of December 31, 2025 and 2024, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying balance sheets are reconciled in the following table:

Balance brought forward $ 174,580,335 $ —

Gross proceeds — 172,500,000

$ 172,500,000

Proceeds allocated to Public Warrants — ( 517,500 )

Class A Ordinary Shares issuance costs

( 10,808,941 )

Public Shares issuance costs — ( 10,808,941 )

Remeasurement of carrying value to redemption value 7,267,039 13,406,776

Class A Ordinary Shares subject to possible redemption, December 31, 2024

$ 174,580,335

Segment Reporting

The Company complies with FASB ASU Topic 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”, which improves reportable

segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

Class A Ordinary Shares subject to possible redemption $ 181,847,374 $ 174,580,335

Recently Issued Accounting Standards

In August 2020, the FASB

issued Accounting Standards Update (“ASU”) Topic 2020-06, “Debt — Debt with Conversion and Other Options

(Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)”

(“ASU 2020-06”), to simplify certain financial instruments.

ASU 2020-06 eliminates the current models that require

separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception

guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional

disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends

the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis.

Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods

within those fiscal years.

The Company adopted ASU 2020-06 as of June 18, 2024 (inception).

There was no effect to the

accompanying financial statements.

Management does not believe

that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the

accompanying financial statements.

NEWBURY STREET II ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024

In November 2023, the FASB issued Accounting Standards Update (“ASU”) Topic 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires the disclosure of additional segment information.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 as of March 31, 2025 (see Note 9).

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

On November 4, 2024, the Company

sold 17,250,000 Public Units, which include the full exercise by the underwriter of its Over-Allotment Option in the amount of 2,250,000

Option Units, at a price of $ 10.00 per Unit.

On November 4, 2024, the Company sold 17,250,000 Public Units, which included the full exercise of Over-Allotment Option in the amount of 2,250,000 Option Units, at a price of $ 10.00 per Public Unit.

Each Public Unit consists of one Public Share and one-half of one Public Warrant.

Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per shares, subject to adjustments

(see Note 7).

Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustments (see Note 7).

PRIVATE PLACEMENT

Simultaneously with the closing

of the Initial Public Offering, the Sponsor and BTIG, LLC (“BTIG”) purchased an aggregate of 648,375 Private Placement Units, at

a price of $ 10.00 per Private Placement Unit, for an aggregate purchase price of $ 6,483,750 .

Each Unit consists of one Private Placement

Share and one-half of one Private Placement Warrant.

Each whole Private Placement Warrant entitles the holder to purchase one Class A

Ordinary Share at a price of $ 11.50 per shares, subject to adjustments (see Note 7).

The Private Warrants have terms and provisions

that are identical to those of the Public Warrants.

With certain limited exceptions, the Private Placement Warrants (including the Class

A Ordinary Shares issuable upon exercise thereof) will not be transferable, assignable or salable until 30 days after the completion of

the initial Business Combination and they will not be redeemable by the Company.

If the initial Business Combination is not completed

within the Combination Period, the proceeds from the Initial Public Offering and the Private Placement held in the Trust Account will

be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 648,375 Private Placement Units, at a price of $ 10.00 per Private Placement Unit, for an aggregate purchase price of $ 6,483,750 .

Each Private Placement Unit consists of one Private Placement Share and one -half of one Private Placement Warrant.

Each whole Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustments (see Note 7).

The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants.

With certain limited exceptions, the Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise thereof) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company.

If the initial Business Combination is not completed within the Combination Period, the proceeds from the Initial Public Offering and the Private Placement held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

RELATED PARTY TRANSACTIONS

Founder Shares

On June 20, 2024, the

Company issued an aggregate of 5,750,000 Class B ordinary shares of the Company, $ 0.0001 par value (the “Class B Ordinary Shares”,

and together with the “Class A Ordinary Shares, the “Ordinary Shares”) to the Sponsor in a private placement prior to

the Initial Public Offering (the “Founder Shares”, which unless the context otherwise requires, includes the Public Shares

issuable upon conversion thereof), in exchange for a $ 25,000 payment (approximately $ 0.004 per share) from the Sponsor to cover certain

expenses on behalf of the Company.

On July 12, 2024, the Company issued an additional 368,000 Founder Shares to the Sponsor, resulting

in the Sponsor holding a total of 6,118,000 Founder Shares.

The Founder Shares are identical to the Public Shares included in the Public

Units except that the Founder Shares automatically convert into Class A Ordinary Shares at the time of the initial Business Combination

or earlier at the option of the holder and are subject to certain transfer restrictions, as described in more detail below.

had agreed to forfeit up to an aggregate of 798,000 Founder Shares to the extent that the Over-Allotment Option was not exercised in full

so that the Founder Shares would represent approximately 25 % of the Company’s issued and outstanding Ordinary Shares after

the Initial Public Offering.

On November 4, 2024, the Over-Allotment Option was exercised in full as part of the closing of the Initial

Public Offering.

On June 20, 2024, the Company issued an aggregate of 5,750,000 Class B ordinary shares of the Company, $ 0.0001 par value (the “Class B Ordinary Shares”, and together with the “Class A Ordinary Shares, the “Ordinary Shares”) to the Sponsor in a private placement prior to the Initial Public Offering (the “Founder Shares”, which unless the context otherwise requires, includes the Class A Ordinary Shares issuable upon conversion thereof), in exchange for a $ 25,000 payment (approximately $ 0.004 per share) from the Sponsor to cover certain expenses on behalf of the Company.

On July 12, 2024, the Company issued an additional 368,000 Founder Shares to the Sponsor, resulting in the Sponsor holding a total of 6,118,000 Founder Shares.

The Founder Shares are identical to the Public Shares included in the Public Units, except that the Founder Shares automatically convert into Class A Ordinary Shares at the time of the initial Business Combination or earlier at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below.

The Sponsor had agreed to forfeit up to an aggregate of 798,000 Founder Shares to the extent that the Over-Allotment Option was not exercised in full, so that the Founder Shares would represent approximately 25 % of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering.

On November 4, 2024, the Over-Allotment Option was exercised in full as part of the closing of the Initial Public Offering.

As such, 798,000 Founder Shares are no longer subject to forfeiture.

The Sponsor is not entitled to redemption rights

with respect to any Founder Shares, Private Placement Shares and any Public Shares held by the Sponsor in connection with the completion

of the initial Business Combination.

If the initial Business Combination is not completed within the Combination Period, the Sponsor will

not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement

Shares held by it.

The Sponsor has agreed not

to transfer, assign or sell any of its Founder Shares until the earlier to occur of (i) one year after the completion of the initial

Business Combination or (ii) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A

Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after

the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization

or other similar transaction that results in all of the Public Shareholders having the right to exchange their Public Shares for cash,

securities or other property.

The Sponsor is not entitled to redemption rights with respect to any Founder Shares, Private Placement Shares and any Public Shares held by the Sponsor in connection with the completion of the initial Business Combination.

If the initial Business Combination is not completed within the Combination Period, the Sponsor will not be entitled to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Shares held by it.

Pursuant to the Letter Agreement, the Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Public Shares for cash, securities or other property.

Registration Rights Agreement

The holders of the (i) Founder Shares, (ii) Representative Shares (as defined in Note 6), (iii) Private Placement Units (including the underlying securities) and any private placement equivalent units (and underlying securities) that may be issued on conversion of any Working Capital Loans (as defined below) and (iv) Class A Ordinary Shares upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement , dated October 31, 2024, by and among the Company and certain security holders (the “Registration Rights Agreement”).

The Registration Rights Agreement requires the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Ordinary Shares).

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

Commencing on November 1, 2024, the Company entered into an administrative services agreement, dated October 31, 2024, with an affiliate of the Sponsor, pursuant to which, the Company agreed to pay the affiliate of the Sponsor thereof an amount equal to $ 10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

As of December 31, 2025 and 2024, the Company incurred $ 120,000 and $ 20,000 , respectively, in fees for these services.

These amounts are paid and included in the general and administrative costs on the accompanying statements of operations.

NEWBURY STREET II ACQUISITION CORP

1 unchanged sentence

DECEMBER 31, 2025

Registration Rights Agreement

The holders of the Founder

Shares, Representative Shares (as defined below), Private Placement Units (including the underlying securities) and any private placement

equivalent units (and underlying securities) that may be issued on conversion of any Working Capital Loans (as defined below) and Class

A Ordinary Shares upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement

entered into at the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares,

only after conversion to Class A Ordinary Shares).

The holders of these securities are entitled to make up to three demands, excluding

short form registration demands, that the Company register such securities.

In addition, the holders have certain piggyback registration

rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require

the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses

incurred in connection with the filing of any such registration statements.

Administrative Support Agreement

Commencing on November 1,

2024, the Company agreed to pay the Sponsor or an affiliate thereof in an amount equal to $ 10,000 per month for office space, utilities

and secretarial and administrative support.

Upon completion of the initial Business Combination or the Company’s liquidation, the

Company will cease paying these monthly fees.

The Company incurred and paid $ 20,000 in such fees through December 31, 2024.

Related Party Loans

On June 20, 2024, the

Company and the Sponsor entered into promissory note, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to

cover expenses related to the Initial Public Offering(the “IPO Promissory Note”).

The IPO Promissory Note was non-interest

bearing and payable on the earlier of June 30, 2025, or the date on which the Company consummated the Initial Public Offering.

November 4, 2024, the Company repaid the total outstanding balance of the IPO Promissory Note and as of December 31, 2024, there was $ 0

outstanding under the IPO Promissory Note.

IPO Promissory Note

On June 20, 2024, the Company and the Sponsor entered into a promissory note, whereby the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering (the “IPO Promissory Note”).

The IPO Promissory Note was non-interest bearing and payable on the earlier of June 30, 2025, or the date on which the Company consummated the Initial Public Offering.

On November 4, 2024, the Company repaid the total outstanding balance of the IPO Promissory Note and as of December 31, 2025, there was $ 0 outstanding under the IPO Promissory Note.

Borrowings under the IPO Promissory Note are no longer available.

Due from Sponsor

On December 31, 2024, the

Company repaid in excess of the related party loan $ 25,000 to the Sponsor.

The $ 25,000 is due to be repaid to the Company from the Sponsor.

On November 4, 2024, the Company repaid $ 25,000 to the Sponsor in excess of the IPO Promissory Note.

On September 26, 2025, the Company paid tax and accounting expenses on behalf of the Sponsor of $ 7,590 .

As of December 31, 2025 and 2024, $ 32,590 and $ 25,000 , respectively, were due to be repaid to the Company from the Sponsor.

Working Capital Loans

In addition, in order to finance

transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans.

In the event that the initial

Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital

Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

If the Sponsor makes any Working Capital

Loans, up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price

of $ 10.00 per unit at the option of the lender.

The units and their underlying securities would be identical to the Private Placement

The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such

Working Capital Loans and as of December 31, 2024, the Company had no borrowings under the Working Capital Loans.

In order to finance transaction costs in connection with its initial Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

If the Company completes its initial Business Combination, the Company will repay the Working Capital Loans.

In the event that the initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

If the Sponsor makes any Working Capital Loans, up to $ 1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender.

The units and their underlying securities would be identical to the Private Placement Units and their underlying securities.

The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

As of December 31, 2025 and 2024 , the Company had no borrowings under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

Underwriting Agreement

The Company granted the underwriters

a 45 -day option to purchase up to 2,250,000 Option Units to cover any over-allotments at the Initial Public Offering price, less

the underwriting discounts and commissions.

On November 4, 2024, in connection with the closing of the Initial Public Offering, the underwriters

exercised their Over-Allotment Option in full and purchased the 2,250,000 Option Units at $ 10.00 per Unit.

The Company paid an underwriting

discount of 2.0 % of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, or $ 3,450,000 in the

In addition, the underwriters are entitled to an additional fee of 3.5 % of the gross offering proceeds payable only upon the

Company’s completion of its initial Business Combination (the “Deferred Discount”), or $ 6,037,500 in the aggregate.

The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company

completes its initial Business Combination.

NEWBURY STREET II

ACQUISITION CORP.

The Company granted BTIG a 45 -day option to purchase up to 2,250,000 O ption Units to cover any over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions (the “Over-Allotment Option”).

On November 4, 2024, in connection with the closing of the Initial Public Offering, the Underwriter exercised its Over-Allotment Option in full and purchased the 2,250,000 Option Units at $ 10.00 per Option Unit.

The Company paid an underwriting discount of 2.0 % of the per Public Unit offering price to BTIG at the closing of the Initial Public Offering, or $ 3,450,000 in the aggregate.

In addition, BTIG is entitled to an additional fee of 3.5 % of the gross offering proceeds payable only upon the Company’s completion of its initial Business Combination, or $ 6,037,500 in the aggregate (the “Deferred Fee”).

The Deferred Fee will become payable to the Underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.

Representative Shares

The Company issued to BTIG, the underwriter of the Initial Public Offering, 100,000 Class A Ordinary Shares in connection with the Initial Public Offering (the “Representative Shares”).

The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit.

BTIG has agreed not to transfer, assign or sell any such Representative Shares without the Company’s prior consent until the completion of the initial Business Combination.

In addition, the Representative Shares are deemed to be underwriting compensation by the Financial Industry Regulatory Authority, Inc.

(“FINRA”) pursuant to FINRA Rule 5110 and are, accordingly, subject to certain transfer restrictions or a period of 180 days beginning at the Initial Public Offering.

Furthermore, BTIG agreed (and any of its designees to whom the Representative Shares are issued will agree) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such Representative Shares if the Company fails to complete a Business Combination within the Combination Period.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Representative Shares

The Company issued to BTIG,

the underwriter of the Initial Public Offering, 100,000 Class A Ordinary Shares in connection with the Initial Public Offering (the “Representative

The Company accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge

directly to shareholders’ deficit.

BTIG has agreed not to transfer, assign or sell any such shares without the Company’s prior

consent until the completion of the initial Business Combination.

In addition, the Representative Shares are deemed to be underwriting

compensation by the Financial Industry Regulatory Authority, Inc.

(“FINRA”) pursuant to FINRA Rule 5110 and are, accordingly,

subject to certain transfer restrictions or a period of 180 days beginning at the Initial Public Offering.

Furthermore, BTIG agreed

(and any of its designees to whom the Representative Shares are issued will agree) (i) to waive its redemption rights (or right to

participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business

Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company

fails to complete a Business Combination within the Combination Period.

Transaction Costs Related to Initial Business Combination

As of December 31, 2025, the Company had incurred $ 13,470 of legal fees and $ 10,000 of advisory fees, of which $ 9,440 was paid and $ 14,030 is accrued as of the balance sheet date.

SHAREHOLDERS’ DEFICIT

Preference Shares

The Company is authorized

to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences

as may be determined from time to time by the Board.

As of December 31, 2024, there were no preference shares issued or outstanding.

The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board.

As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.

Ordinary Shares

The authorized ordinary shares

of the Company include up to 500,000,000 Class A Ordinary Shares with a par value of $ 0.0001 per share and 50,000,000 Class B

Ordinary Shares with a par value of $ 0.0001 per share.

If the Company enters into an initial Business Combination, it may (depending on

the terms of such initial Business Combination) be required to increase the number of Class A Ordinary Shares that the Company is

authorized to issue at the same time as the Company’s shareholder votes on the initial Business Combination to the extent the Company

seeks shareholder approval in connection with the initial Business Combination.

Holders of the Ordinary Shares are entitled to one vote

for each Ordinary Share (except as otherwise expressed in the Amended and Restated Charter).

Only holders of Class B Ordinary shares (i)

have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) are

entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands.

The Sponsor agreed to forfeit

up to an aggregate of 798,000 Founder Shares depending on the extent to which the Over-Allotment Option was not exercised by the underwriters

so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On November 4, 2024, the underwriters exercised their Over-Allotment Option in full as part of the closing of the Initial Public Offering.

The authorized Ordinary Shares include up to (i) 500,000,000 Class A Ordinary Shares with a par value of $ 0.0001 per share, and (ii) 50,000,000 Class B Ordinary Shares, with a par value of $ 0.0001 per share.

If the Company enters into an initial Business Combination, it may (depending on the terms of such initial Business Combination) be required to increase the number of Class A Ordinary Shares that the Company is authorized to issue at the same time as the Company’s shareholders vote on the initial Business Combination to the extent the Company seeks shareholder approval in connection with the initial Business Combination.

Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share (except as otherwise expressed in the Amended and Restated Articles).

Only holders of Class B Ordinary Shares (i) have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) are entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands.

The Sponsor agreed to forfeit up to an aggregate of 798,000 Founder Shares depending on the extent to which the Over-Allotment Option was not exercised by the Underwriter so that the Founder Shares would represent 25 % of the Company’s issued and outstanding shares after the Initial Public Offering.

On November 4, 2024, the Underwriter exercised its Over-Allotment Option in full as part of the closing of the Initial Public Offering.

As such, 798,000 Founder Shares are no longer subject to forfeiture.

As of December 31, 2024, there

were 748,375 Class A Ordinary Shares issued and outstanding, excluding 17,250,000 Class A Ordinary Shares subject to possible redemption,

and 6,118,000 Class B Ordinary Shares issued and outstanding.

Public Warrants

As of December 31, 2024, there

were 8,949,188 Warrants outstanding, including 8,625,000 Public Warrants and 324,188 Private Placement Warrants.

Each whole Warrant entitles

the holder thereof to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as described herein,

at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective

registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a

current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a “cashless basis”

under the circumstances specified in the warrant agreement the Company entered into with Continental Stock Transfer & Trust Company

(“Continental”), dated October 31, 2024 (the “Warrant Agreement”)) and such Class A Ordinary Shares are registered,

qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

Pursuant to the

Warrant Agreement, a warrant holder may exercise its Warrants only for a whole number of Class A Ordinary Shares.

This means that

only a whole Warrant may be exercised at any given time by a warrant holder.

No fractional Warrants will be issued upon separation of

the Public Units and only whole Public Warrants will trade.

The Warrants will expire five years after the completion of the initial

Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company is not registering

Class A Ordinary Shares issuable upon exercise of the Public Warrants at this time.

However, the Company has agreed that as soon as practicable,

but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its

commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration

statement registering, under the Securities Act, the issuance of the Class A Ordinary Shares issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such

registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the

provisions of the Warrant Agreement.

Notwithstanding the above, if the Public Shares are at the time of any exercise of a Public Warrant

not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of

the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be

required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts

to register or qualify the Public Shares under applicable blue sky laws to the extent an exemption is not available.

NEWBURY STREET II ACQUISITION

As of December 31, 2025 and 2024, there were (i) 748,375 Class A Ordinary Shares issued and outstanding, excluding 17,250,000 Class A Ordinary Shares subject to possible redemption, and (ii) 6,118,000 Class B Ordinary Shares issued and outstanding.

As of December 31, 2025 and 2024, there were 8,949,188 Warrants outstanding, including 8,625,000 Public Warrants and 324,188 Private Placement Warrants.

Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $ 11.50 p er share, subject to adjustment as described herein, at any time commencing 30 days after the completion of the initial Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a “cashless basis” under the circumstances specified in the warrant agreement the Company entered into with Continental, dated October 31, 2024 (the “Warrant Agreement”)) and such Class A Ordinary Shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

Pursuant to the Warrant Agreement, a warrant holder may exercise its Warrants only for a whole number of Class A Ordinary Shares.

This means that only a whole Warrant may be exercised at any given time by a warrant holder.

No fractional Warrants will be issued upon separation of the Public Units and only whole Public Warrants will trade.

The Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Beginning 30 days after

completion of the initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:

Public Warrants

The Company has not registered Class A Ordinary Shares issuable upon exercise of the Public Warrants.

However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement registering, under the Securities Act, the issuance of the Class A Ordinary Shares issuable upon exercise of the Public Warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement.

Notwithstanding the above, if the Public Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its commercially reasonable efforts to register or qualify the Public Shares under applicable blue sky laws to the extent an exemption is not available.

Beginning 30 days after completion of the initial Business Combination, the Company may redeem the outstanding Public Warrants for cash:

● In whole and not in part;

● At a price of $ 0.01 per Public Warrant;

● Upon not less than 30 days ’ prior

written notice of redemption (the “ 30 -Day Redemption Period”);

● if, and only if, the last sale price of the Class A

Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the

date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the Public Warrants as described

above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the

Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout such 30 trading

day period and the 30 -Day Redemption Period.

● Upon not less than 30 days’ prior written notice of redemption (the “ 30 -Day Redemption Period”);

● If, and only if, the last sale price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout such 30 trading day period and the 30 -Day Redemption Period.

Private Placement Warrants

The Private Placement Warrants

are non-redeemable.

The Private Placement Warrants are non-redeemable.

The Private Placement Warrants may also be exercised for cash or on a cashless basis.

The Private Placement Warrants

have terms and provisions that are identical to those of the Public Warrants, except with certain limited exceptions, the Private Placement

Warrants (including the Class A Ordinary Shares issuable upon exercise thereof) will not be transferable, assignable or salable until

30 days after the completion of the initial Business Combination and they will not be redeemable by the Company.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s

financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with

the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants

at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the

use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, with certain limited exceptions, including that the Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise thereof) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company.

FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

NEWBURY STREET II ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Observable inputs other than Level 1 inputs.

1 unchanged sentence

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

NEWBURY STREET II ACQUISITION

NOTES TO FINANCIAL STATEMENTS

The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level December 31,

2025 December 31,

The following table presents

information about the Company’s assets that are measured at fair value as of November 4, 2024, and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

Cash and securities held in Trust Account 1 $ 181,847,374 $ 174,580,335

$ 174,580,335

Level November 4,

Fair value of Public Warrants for Class A Ordinary Shares subject to possible redemption allocation 3 $ 517,500

Fair value of the Representative Shares 3 $ 748,747

The fair values of Public

Warrants for Class A Ordinary Shares subject to possible redemption allocation and Representatives Shares as of November 4, 2024 (the

date of the Initial Public Offering) were used in allocation of the equity components and are not revalued and remeasured in subsequent

The fair value of Public

Warrants was determined using the Monte Carlo simulation.

The Public Warrants have been classified within shareholders’ deficit

and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Warrants:

The fair values of Public Warrants for Class A Ordinary Shares subject to possible redemption allocation and Representatives Shares as of November 4, 2024 (the date of the Initial Public Offering) were used in allocation of the equity components and are not revalued and remeasured in subsequent periods.

The fair value of Public Warrants was determined using the Monte Carlo simulation.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

Underlying share price $ 9.93

Term (years) 6.49

Risk-free rate 4.14 %

Market adjustment 5.0 %

The fair value of the Representative

Shares was determined using the Monte Carlo simulation.

The Representative shares have been classified within shareholders’

deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market

assumptions used in the valuation of the Representative Shares:

Volatility 4.0 %

The fair value of the Representative Shares was determined using the Monte Carlo simulation.

The Representative Shares have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Representative Shares:

Volatility 80 %

Term (years) 3

Average trading price post-Business Combination $ 6.86

Discount on market adjustment 32.0 %

NOTE 9 — SEGMENT INFORMATION

ASC 280 establishes standards

for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize

revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the CODM, or group,

in deciding how to allocate resources and assess performance.

The Company’s CODM has

been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a

whole to make decisions about allocating resources and assessing financial performance.

Accordingly, Management has determined that there

is only one reportable segment.

The CODM assesses performance

for the single segment and decides how to allocate resources based on net income that also is reported on the statement of operations

as net income.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets,

which include the following:

Trust Account

$ 174,580,335

NEWBURY STREET II ACQUISITION CORP

1 unchanged sentence

DECEMBER 31, 2025

SEGMENT INFORMATION

FASB ASC Topic 280, “Segment Reporting” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, Management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the statements of operations as net income.

The measure of segment assets is reported on the accompanying balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

2025 December 31,

Cash and securities held in Trust Account $ 181,847,374 $ 174,580,335

Cash $ 772,506 $ 1,237,201

Period from June 18,

General and administrative costs $ 688,452 $ 175,611

Interest earned on marketable securities held in Trust Account

The CODM reviews interest

earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the Investment Management

Trust Agreement, dated October 31, 2024, which the Company entered into with Continental, as trustee of the Trust Account.

General and administrative

costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business

Combination or similar transaction within the Combination Period.

The CODM also reviews general and administrative costs to manage, maintain

and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as

reported on the accompanying Statement of Operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included

in net income are reported on the statement of operations and described within their respective disclosures.

Interest earned on cash and securities held in Trust Account $ 7,267,039 $ 1,217,835

Interest on operating account $ 42,405 $ —

The CODM reviews interest earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated October 31, 2024, which the Company entered into with Continental, as trustee of the Trust Account.

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the accompanying statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date up to the date that the accompanying financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying

financial statements.

The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheet date up to the date that the accompanying financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying financial statements.

EXHIBIT INDEX

8 unchanged sentences

Securities Subscription Agreement, dated June 20, 2024, by and between the Company and the Sponsor.

Form of Indemnity Agreement.

Investment Management Trust Agreement, dated October 31, 2024, by and between the Company and Continental, as trustee.

4 unchanged sentences

Administrative Support Agreement, dated October 31, 2024, by and between the Company and an affiliate of the Sponsor.

Form of Indemnity Agreement.

Code of Business Conduct and Ethics.

6 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Related to Recovery of Erroneously Awarded Compensation, adopted October 22, 2024.*

Executive Compensation Clawback Policy, adopted October 22, 2024.(3)

Audit Committee Charter.

14 unchanged sentences

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 6, 2024.

(3) Incorporated

by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March

Pursuant to the requirements

3 unchanged sentences

Newbury Street II Acquisition Corp

Thomas Bushey

/s/ Thomas Bushey

Thomas Bushey

4 unchanged sentences

the capacities and on the dates indicated.

Chief Executive Officer and Director

March 31, 2025

Thomas Bushey

(Principal Executive Officer)

/s/ Jake Gudoian

Chief Financial Officer

March 31, 2025

(Principal Financial and Accounting Officer)

March 31, 2025

Executive Officer and Director

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Anthony James Vinciquerra

of the Board of Directors

James Vinciquerra

Jennifer Vescio

/s/ Josh Gold

March 31, 2025

/s/ Ted Seides

March 31, 2025

William Zachre Wyatt

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures