SecProbe.io

October 1, 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
Amendment No.1 to Registration Statement on Form S-1
Filed on September 19, 2024
File No. 333-281456
Dear Thomas Bushey:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our September 6, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We acknowledge your revisions in response to prior comment 4. On the cover page 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.

Sponsor Information, page 11
In the table of compensation and securities issued or to be issued, please include the
private placement equivalent units that may be issued to the sponsor upon conversion of 2.

October 1, 2024
Page 2
up to $1,500,000 of working capital loans at a price of $10.00 per unit. Please also include
this disclosure on the cover page, as required by Items 1602(a)(3) and 1602(b)(6) of
Regulation S-K.
3.We note your response to prior comment 8. Please include the disclosure regarding the
lockup under the letter agreement with BTIG in the table, here and in the table on page
114.
4.We acknowledge your revisions in response to prior comment 10. Please revise the tables
on pages 12 and 114 to clarify the material terms of the exception to transfer restrictions
under the sponsor's operating agreement, referred to in clause (iv) in the tables. Please
also include disclosure on pages 12 and 114 that there are no limitations or restrictions on
the terms or types of transfers that can be approved by the manager of our sponsor in the
sponsor's operating agreement, as you have stated on page 153.
Summary of Risk Factors, page 42
5.Please revise your summary of risk factors 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 151 of your prospectus.
Risks Relating to our Sponsor and Management Team, page 64
6.We note your disclosure on page 12 and elsewhere that in order to facilitate the initial
business combination or for any other reason determined by your sponsor in its sole
discretion, your sponsor may surrender or forfeit, transfer, or exchange founder shares,
private placement units or any of its other securities, including for no consideration, as
well as subject any such securities to earn-outs or other restrictions, or otherwise amend
the terms of any such securities or enter into any other arrangements with respect to any
such securities. Please add risk factor disclosure about risks that may arise from the
sponsor having the ability to remove itself as your sponsor before identifying a business
combination, including through the unconditional ability to transfer the founder shares or
otherwise.
Dilution, page 99
7.We note that one of your calculation assumptions is that "no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing
that [you] may seek in connection with an initial business combination." Please expand
your disclosure to highlight that notwithstanding this assumption, you may need to issue
such securities, as you intend to target an initial business combination with a target
company whose enterprise value is greater than the net proceeds of the offering and the
sale of private placement warrants, as stated on page 105 of your prospectus.
Proposed Business, page 109
8.We acknowledge your revisions in response to prior comment 17. Please explain how the
type of transaction you would target will be substantially different than what your
sponsor, directors, and officers would target.

October 1, 2024
Page 3
Principal Shareholders
Transfers of Founder Shares and Private Placement Warrants, page 152
9.We note your response and revisions to prior comment 19. As requested in the comment,
please revise this and similar disclosures throughout the prospectus such as on pages 12
and 114, to clarify, if true, that restrictions on the transfer of membership interests would
also apply to any non-management sponsor interests.
Exhibits
10.Please revise the Investment Management Trust Agreement filed as Exhibit 10.3 to
reconcile the amount to be deposited with the amount disclosed in the prospectus.
            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