SecProbe.io

September 6, 2024
Thomas Bushey
Chief Executive Officer
Newbury Street II Acquisition Corp
121 High Street, Floor 3
Boston, MA 02110
Re:Newbury Street II Acquisition Corp
Registration Statement on Form S-1
Filed on August 9, 2024
File No. 333-281456
Dear Thomas Bushey:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed on August 9, 2024
Cover Page
1.We note your disclosure regarding Class B founder shares issued to the sponsor. Please
revise to disclose the amount the sponsor paid for the Class B shares, and include cross-
references to all disclosures related to compensation and the issuance of securities to
sponsors, sponsor affiliates and promoters in the prospectus. See Item 1602(a)(3) of
Regulation S-K.
2.We note potential conflicts of interest disclosure on the cover page. Please clearly state
that there may be actual or potential material conflicts of interest between the sponsor, its
affiliates, or promoters; and purchasers in the offering. Please also revise your cross-
references to include cross-references to all related disclosures in the prospectus. See Item
1602(a)(5) of Regulation S-K.
We note that the indirect purchase of founder shares by non-managing sponsor investors
is conditioned upon their indirect purchase of the private placement units. Please also
clarify whether the indirect purchase of private placement units by non-managing sponsor 3.

September 6, 2024
Page 2
investors is conditioned upon their purchase of units in the offering. Secondly, please
revise to disclose the maximum percentage of the offering that could be purchased in the
aggregate by the non-managing sponsor investors. Lastly, please file any agreements or
form of agreements with the non-managing sponsor investors as exhibits, or advise us
why they are not material.
4.On the cover page and throughout the prospectus where you discuss non-managing
sponsor membership interests and the 3,235,936 founder shares and 404,500 private
placement units they represent, please clarify whether these founder shares and private
placement units would be either in addition to or included within the 6,118,000 founder
shares and 450,000 private placement units held or to be purchased by the sponsor.
Prospectus Summary
Proposed Business, page 4
5.Please expand your discussion of the manner in which you will identify and evaluate
potential business combination candidates to include disclosure of how significant
competition among other SPACs pursuing business combination transactions may impact
your ability to identify and evaluate a target company.
Prior SPAC Experience, page 5
6.Please expand your disclosure to clearly identify any members of your management team
who may be affiliates of your sponsor or promoters and who "worked together" on
Newbury Street I, and clarify the significance of the September 25, 2024 date. We also
note disclosure on page 4 that your team has experience in "target selection," etc. If your
sponsor, affiliates or promoters have experience in organizing or are involved in any other
special purpose acquisition companies, please disclose. This should include disclosure
regarding completed business combinations, liquidated SPACs, pending de-SPAC
transaction and any SPACs still searching for a target.
Sponsor Information, page 9
7.We note disclosure beginning on page 32 regarding limited payments that may be made to
insiders, including your sponsor, officers, directors and their affiliates. Please revise your
compensation table on page 9 to reference the potential payments that may be made to
your sponsor, its affiliates or promoters of finder's, advisory, consulting or success fees
for their services rendered prior to or in connection with the completion of the initial
business combination. Please also disclose the anti-dilution adjustment of the founder
shares in the table. Also describe the extent to which any compensation or securities
issuance to the sponsor, its affiliates or promoters may result in a material dilution of the
purchasers’ equity interests. See Items 1602(b)(6) and 1603(a)(6) of Regulation S-K.
8.Please revise the tables beginning on page 10 and 105 to disclose the lock-up agreement
with the underwriter. See Item 1603(a)(9) of Regulation S-K.

September 6, 2024
Page 3
9.Please revise here and on page 104 to discuss the arrangements under which independent
directors will receive an indirect interest in founder shares through membership interests
in the sponsor, including the number of founder shares they will indirectly own. Please
also disclose any circumstances or arrangements under which the SPAC sponsor, its
affiliates, and promoters have or could indirectly transfer ownership of securities of the
SPAC, including by transferring membership interests in the sponsor. Please see Item
1603(a)(6) of Regulation S-K.
10.Please clarify the material terms of the exception to transfer restrictions under the
sponsor's operating agreement, referred to in clause (iv) in the table on pages 10 and 105.
Ability to extend time to complete initial business combination, page 22
11.In the context of this discussion, please revise to disclose your plans if you do not
consummate a de-SPAC transaction within 24 months, including that you may extend the
time period to complete a de-SPAC. Please also disclose whether there are any limitations
on extensions, including the number of times you may amend the charter to extend or the
duration of any extensions, and the consequences to the SPAC sponsor of not completing
an extension of this time period. See Item 1602(b)(4) of Regulation S-K.
Anticipated expenses and funding sources, page 24
12.Please revise this section or include a new section within the Summary under an
appropriate subcaption to provide a more comprehensive discussion regarding whether
you have any plans to seek additional financing and how such financings may impact
unaffiliated security holders, as required by Item1602(b)(5) of Regulation S-K. In this
regard, we note disclosure on page 97 that you may seek additional financings in
connection with meeting working capital needs in the search for the initial business
combination, for the completion of an initial business combination, or in connection with
the redemption of a significant number of your public shares. In this regard, we note
disclosure referencing possible equity, equity-linked securities, loans, advances, debt or
convertible debt offerings, forward purchase agreements and backstop arrangements. See
Item 1602(b)(5) of Regulation S-K.

Conflicts of Interest, page 33
13.Please revise your disclosure in this section and in similar disclosure beginning on page
135 to clearly state that there are actual or potential material conflicts between the SPAC
sponsor, its affiliates or promoters; and purchasers in the offering. Briefly describe all
such actual or potential material conflicts, including those that may arise in determining
whether to pursue a de-SPAC transaction. For example, you should discuss potential
material conflicts relating to the financial interests of the sponsor, its affiliates and
promoters in completing any de-SPAC transaction within the allotted time, as well as the
fact that the company may pursue a de-SPAC transaction with a target that is affiliated
with the sponsor, its affiliates or promoters, as noted on page 8. Please see Item
1602(b)(7) and Item 1603(b) of Regulation S-K.

September 6, 2024
Page 4
Summary of Risk Factors, page 35
14.Please revise your first or second risk factor to indicate that if the non-managing sponsor
investors purchase the full amount of the units for which they have expressed an interest,
you would not need any public shares sold in this offering to be voted in favor of the
business combination, as you state on page 141 of your prospectus.
If we are deemed to be an investment company ..., page 80
15.Please revise this risk factor to clearly state that notwithstanding your investment in U.S.
government treasury securities or money market funds meeting conditions under Rule 2a-
7, you may still be found to be operating as an unregistered investment company. Please
also disclose that as a consequence to investors of liquidation, any warrants would expire
worthless.
Dilution, page 91
16.We note disclosure on the cover page that the sponsor will purchase 450,000 private
placement units and BTIG will purchase 270,000 private placement units. This conflicts
with the assumption used in the calculation of dilution as described on page 91 that you
have issued 6,200,000 private placement shares. Please reconcile.
Proposed Business, page 101
17.Please provide the basis for your statements here and throughout the prospectus that you
do not believe the fiduciary duties or contractual obligations of your sponsor, officers, or
directors will materially affect your ability to complete an initial business combination.
Sponsor Information, page 104
18.In your compensation table, please revise to include the anti-dilution adjustment of the
founder shares, the payment of consulting, success or finder fees to your advisors, and any
salaries or fees to be paid to the sponsor and/or its affiliates for their services in particular
transactions in connection with the initial business combination, as well as any other
payments you view as compensation. See Item 1603(a)(6) of Regulation S-K.
Principal Shareholders
Transfers of Founder Shares and Private Placement Warrants, page 142
19.Please reconcile disclosure in this section stating that no member of the sponsor may
transfer its membership interests, except with the prior written consent of the managing
member or to family members, with disclosure on page 183, which does not disclose these
exceptions. If transfers may be made with the consent of the managing member, please
describe any limitations on the types or terms of transfers that can be approved by the
managing member, or state that there are no limitations. Please also revise these and
similar disclosures throughout the prospectus to clarify, if true, that restrictions on the
transfer of membership interests would also apply to any non-management sponsor
interests.
Exhibits
We note your disclosure on pages 71 and 156 that the exclusive forum provision in your 20.

September 6, 2024
Page 5
warrant agreement will not apply to Exchange Act claims but will apply to Securities Act
claims. The warrant agreement filed as Exhibit 4.4 states that the provision will not apply
to suits brought to enforce Exchange Act claims, but does not address whether this applies
to Securities Act claims. Please confirm whether the provision will apply to Securities Act
claims and revise accordingly.
21.Please have your auditors revise their consent filed as Exhibit 23.1 to refer to the correct
Newbury Street II Acquisition Corp inception period consistent with the auditor report.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Wei Wang