Newbury Street II Acquisition Corp

1. 1

   Extension Amendment Proposal

   ManagementBoard: FOR

   Approve a special resolution amending the Company’s amended and restated memorandum and articles of association to extend the deadline for completing a Business Combination from November 4, 2026 to February 4, 2027, or an earlier date determined by the Board, to allow additional time to complete the Fort Robotics Business Combination or another initial Business Combination.

   More detail

   The proposal asks shareholders to amend the Company’s governing documents so that the Completion Window ends 27 months after the November 4, 2024 IPO closing, which would extend the business-combination deadline to February 4, 2027. The extension is intended primarily to provide additional time to complete the proposed Fort Robotics Business Combination. The Company has entered into a merger agreement with Fort Robotics, Inc. and a wholly owned merger subsidiary, but management believes the transaction cannot likely close before the current November 4, 2026 deadline. Without approval, the Company would be required to cease operations, redeem its Public Shares, and liquidate if it does not complete a Business Combination within the current period. Approval would preserve the Company’s ability to pursue the Fort Robotics transaction or, if that transaction fails, another initial Business Combination. Public Shareholders may elect to redeem their shares in connection with the extension, regardless of how they vote, at a price based on their pro rata share of the Trust Account. Those who remain invested would retain redemption rights in connection with a later Business Combination or a liquidation by the Extended Date. The Board also retains authority to liquidate the Company before February 4, 2027 without further shareholder action. The Board unanimously recommends voting FOR because it believes the extension is necessary to avoid liquidation and is in the Company’s best interests, while acknowledging there is no assurance the proposed transaction will close.

2. 2

   Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve an ordinary resolution authorizing the Chairman to adjourn the Meeting to a later date or dates if necessary to permit further solicitation and voting of proxies when there are insufficient votes for, or otherwise in connection with, approval of the other proposals.

   More detail

   The proposal asks shareholders to authorize adjournment of the extraordinary general meeting to a later date or dates. The authority would be used if the Company lacks sufficient votes to approve the Extension Amendment Proposal or the Auditor Ratification Proposal, or if adjournment is otherwise appropriate in connection with those matters. Its practical purpose is to allow management to solicit additional proxies before the meeting resumes. The proposal does not itself extend the Company’s Business Combination deadline or approve the Fort Robotics transaction. If the Extension Amendment Proposal and Auditor Ratification Proposal are both approved, the Company states that the Adjournment Proposal will not be presented for a vote. If the Adjournment Proposal is not approved when needed, the Chairman would be unable to adjourn the meeting to seek additional support. Failure to obtain the extension could leave the Company unable to complete a Business Combination by November 4, 2026. In that circumstance, the Company would generally be required to wind up, redeem its Public Shares, and liquidate, with its Warrants expiring worthless. The Board unanimously recommends voting FOR because additional solicitation time could help secure the votes needed for the other proposals.

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When is the Newbury Street II Acquisition Corp 2026 annual meeting?

Newbury Street II Acquisition Corp (NTWO) holds its 2026 annual shareholder meeting on Wednesday, October 28, 2026.

What is the record date for the Newbury Street II Acquisition Corp 2026 meeting?

The record date for the Newbury Street II Acquisition Corp 2026 meeting is Monday, September 14, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Newbury Street II Acquisition Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Newbury Street II Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.