Newbury Street II Acquisition Sponsor LLC - 31 Oct 2024 Form 3 Insider Report for Newbury Street II Acquisition Corp (NTWO)

Role: 10%+ Owner
Signature: /s/ Thomas Bushey, individually and as manager of Newbury Street II Acquisition Sponsor LLC
Issuer symbol: NTWO
Transactions as of: 31 Oct 2024
Net transactions value: $0
Form type: 3
Filing time: 31 Oct 2024, 19:51:55 UTC
Next filing: 04 Nov 2024
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NTWOU	Class B Ordinary Shares							31 Oct 2024	Class A Ordinary Shares	6,118,000		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares represent the Class B ordinary shares held by Newbury Street II Acquisition Sponsor LLC (the "Sponsor"), the sponsor of Newbury Street II Acquisition Corp. (the "Issuer"), of which 5,750,000 were acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor and 368,000 of which represent additional shares subsequently issued to the reporting person as the sole shareholder of the Issuer in a capitalization. The Class B ordinary shares include up to 798,000 shares that are subject to forfeiture in the event the underwriter of the Issuer's initial public offering does not exercise in full the over-allotment option as described in the Issuer's registration statement.
F2	As described in the registration statement on Form S-1 (File No. 333-281456) of the Issuer under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
F3	The reporting persons are the Sponsor and Thomas Bushey, the Chairman and Chief Executive Officer of the Issuer, who as the manager of the Sponsor, has voting and dispositive power with respect to the shares. As the manager of the Sponsor, Mr. Bushey may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Bushey disclaims any beneficial ownership in the shares except to the extent of his pecuniary interest therein.