SEC Comment Letter 0000000000-24-011987 to Newbury Street II Acquisition Corp (NTWO, NTWOU) (CIK 0002028027) (NTWO)
Newbury Street II Acquisition Corp (NTWO, NTWOU) (CIK 0002028027)
Date: Oct. 28, 2024 · CIK: 0002028027 · Accession: 0000000000-24-011987
AI Filing Summary & Sentiment
File numbers found in text: 333-281456
Letter
October 28, 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. 3 to Registration Statement on Form S-1 Filed on October 24, 2024 File No. 333-281456 Dear Thomas Bushey: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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. Amendment No.3 to Registration Statement on Form S-1 Cover Page 1.We note your disclosure on the cover page that you do not expect any purchase of units by the non-managing sponsor members to negatively impact your ability to meet Nasdaq listing eligibility requirements. Given that the expressions of interest from the non-managing sponsor investors in purchasing up to an aggregate of approximately 14.1 million, or approximately 94%, of the public units in this offering, please explain why you do not expect the purchase of units by the non-managing sponsor investors to negatively impact your ability to meet the Nasdaq listing eligibility requirements. 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
October 28, 2024 Page 2 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Wei Wang
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October 28, 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. 3 to Registration Statement on Form S-1
Filed on October 24, 2024
File No. 333-281456
Dear Thomas Bushey:
We have reviewed your amended registration statement and have the following
comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our 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.
Amendment No.3 to Registration Statement on Form S-1
Cover Page
1.We note your disclosure on the cover page that you do not expect any purchase of
units by the non-managing sponsor members to negatively impact your ability to meet
Nasdaq listing eligibility requirements. Given that the expressions of interest from the
non-managing sponsor investors in purchasing up to an aggregate of approximately
14.1 million, or approximately 94%, of the public units in this offering, please explain
why you do not expect the purchase of units by the non-managing sponsor investors to
negatively impact your ability to meet the Nasdaq listing eligibility requirements.
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
October 28, 2024
Page 2
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Wei Wang