NWTOU Newbury Street II Acquisition Corp - 8-K

Item 8.01 Other Events.

Separate Trading of Units, Class A Common
Shares and Warrants

On
November 4, 2024, Newbury Street II Acquisition Corp (the “ Company ”)
consummated its initial public offering (“ IPO ”) of 17,250,000
units (the “ Units ”), including 2,250,000 Units issued pursuant
to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company,
par value $0.0001 per share (the “ Class A Ordinary Shares ”),
and one-half of one redeemable warrant of the Company (each, a “ Warrant ”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

On December 26, 2024, the
Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the
holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants comprising the Units commencing on December
27, 2024. Those Units not separated will continue to trade on The Nasdaq Stock Market LLC under the symbol “NTWOU,” and the
Class A Ordinary Shares and Warrants that are separated will trade on The Nasdaq Stock Market LLC under the symbols “NTWO”
and “NTWOW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s
transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.
The following exhibit is filed with this Form 8-K:

Exhibit No.

Description of Exhibits

99.1

Press Release dated December 26, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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