UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.08. Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
On September 28, 2026, Newbury Street II Acquisition Corp (the “Company”) announced that an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “EGM”) will be held at the office of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. The date and time of the Meeting will be as set forth in the Company’s definitive proxy statement for the EGM to be filed with the U.S. Securities and Exchange Commission (the “SEC”). Pursuant to the Company’s amended and restated memorandum and articles of association currently in effect, and as amended (the “Amended and Restated Articles”), shareholders seeking to bring business before the EGM must deliver such proposals to the Company at: Newbury Street II Acquisition Corp, c/o Thomas Bushey, 121 High Street, Floor 3, Boston, MA 02110, no later than October 8, 2026. Any shareholder proposal must also comply with the requirements of the law of the Cayman Islands, the rules and regulations promulgated by the SEC and the Amended and Restated Articles. Under the Amended and Restated Articles and the law of the Cayman Islands, no business other than as set forth in the Company’s definitive proxy statement for the EGM to be filed with the SEC may be transacted at the EGM.
The EGM is to be held, in part, to satisfy the annual meeting requirement pursuant to Listing Rule 5620(a) (the “Rule”) of The Nasdaq Stock Market LLC. Pursuant to the Rule, the Company is required to hold its first annual meeting of shareholders on or prior to December 31, 2026. Because the EGM does not technically constitute an “annual general meeting” under Cayman Islands law, the terms of the Company’s Class I directors will not expire at the Special Meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Newbury Street II Acquisition Corp | ||
| By: | /s/ Thomas Bushey | |
| Name: | Thomas Bushey | |
| Title: | Chief Executive Officer | |
Dated: September 28, 2026
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