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NEWBURY STREET II ACQUISITION CORP.

121 High Street, Floor 3

Boston, Massachusetts 02110

September 19, 2024

VIA EDGAR

Office of Real Estate and Construction

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Mary Beth Breslin

    Re:
    Newbury Street II Acquisition Corp.

Registration Statement on Form S-1

Filed August 9, 2024

File No. 333-281456

Dear Ms. Breslin:

This letter sets forth the responses of Newbury Street II Acquisition
Corp., a Cayman Islands exempted company (the “Company,” “we,” “our” or
“us”), to the comment letter dated September 6, 2024 received from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) concerning the Company’s registration statement
on Form S-1 filed via EDGAR to the Commission on August 9, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is filing
Amendment No. 1 to its registration statement on Form S-1 (the “Amended Registration Statement”) via EDGAR to the Commission
for review. Please note that the size of the offering has been reduced from $200 million to $150 million, and accordingly,
there are numerous changes in the numbers presented throughout Amendment No. 1.

The Staff’s comments are repeated below and are followed by the
Company’s responses. To the extent helpful, we have included page references in the Amended Registration Statement where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amended
Registration Statement.

Form S-1 Filed 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.

Response: The Company acknowledges the Staff’s comment, and
in response to this comment the information on the cover page has been revised to state the amount the sponsor paid for the Class B shares
and to include cross references to all disclosures in the prospectus related to compensation and the issuance of securities to sponsors,
sponsor affiliates and promoters in response to this comment.

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.

Response: The Company acknowledges the Staff’s comment, and
in response to this comment, the disclosure on the cover page has been revised to 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, and to include cross
references to all related disclosures in the prospectus.

3. 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 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.

Response: The Company acknowledges the Staff’s comment
and in response to this comment, the disclosure on the cover page and pages 1, 26, 46, 150, 151and 154 of Amendment No. 1 has been revised
to state that the purchase of the non-managing sponsor membership interests is not contingent upon the participation in the offering or
vice-versa. Additionally, the Company has revised its disclosure on the cover page and pages 1, 26, 46, 150, 151, 154 and 195 of Amendment
No. 1 to disclose the maximum percentage of the offering that could be purchased in the aggregate by the non-managing sponsor investors.

The Company also acknowledges the Staff’s request to file any agreements
with the non-managing sponsor investors as exhibits, or advise as to why they are not material.

The Company does not believe the identity of the non-managing sponsor members
is material. There is no assurance that any non-managing sponsor member will acquire any units in this offering, and none of the non-managing
sponsor members is under any obligation to hold any units or public shares following the closing of this offering. As a result, there
is no assurance that any of the non-managing sponsor members will be an investor at the time the Company’s shareholders vote on
an initial business combination. None of the non-managing sponsor investors has expressed to us an interest in purchasing more than 9.9%
of the units to be sold in this offering, and the number of units ultimately allocated to each non-managing sponsor member will be subject
to the discretion of the underwriters for this offering. In addition, unlike non-managing sponsor member arrangements of some other blank
check companies, none of the Company’s non-managing sponsor members has voting rights in the sponsor. Further, negotiations between
its sponsor and each non-managing sponsor member were handled separately, and no arrangements were made with any non-managing sponsor
member with respect to the voting of any securities acquired. As a result, the Company cannot predict how, or if any of, the non-managing
sponsor members will vote in connection with an initial business combination. Accordingly, the Company believes naming any non-managing
sponsor member in the Registration Statement may have the unintended effect of misleading investors as to the post-offering ownership
of the Company and the ability of the Company to complete an initial business combination. For the above reasons, the Company has not
identified the non-managing sponsor members or provided any additional information regarding non-managing sponsor member identities in
the amendment to the Registration Statement.

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.

Response: The Company acknowledges the Staff’s comment
and in response to this comment, the disclosure on the cover page and throughout the prospectus has been revised to clarify that (i)
the 2,980,000 founder shares to be received by the non-management sponsor members from the sponsor for purchasing 372,500 private placement
units from the sponsor are included in the 6,118,000 founder shares owned by the sponsor, and (ii) the 372,500 private placement units
to be purchased by the non-management sponsor members from the sponsor are included in the 452,500 private placement units to be purchased
by the sponsor in the private placement which is to close simultaneously with the closing of the public offering of the units.

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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.

Response: The Company acknowledges the Staff’s comment
and in response to this comment, the Company has revised its disclosure on pages 7 and 111 of Amendment No. 1.

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.

Response: The Company acknowledges the Staff’s comment and
advises the Staff that it has revised its disclosure on pages 5 of Amendment No. 1 to address the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s comment
and advises the Staff that it has revised its disclosure on pages 11 and 113 of Amendment No. 1 in response to the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s comment
and advises the Staff that it has revised its disclosure on pages 12 and 114 of Amendment No. 1 in response to the Staff’s comment.

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.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure in footnote 4 to the Principal Shareholders table to state that
each of the independent directors of the Company have been allocated 40,000 founder shares following the Company’s initial
business combination as compensation for their services as directors and on page 150 of Amendment No. 1 in response to the
Staff’s comment. We call your attention to the section captioned “Transfers of Founder Shares and Private Placement
Units” which sets forth “permissible transfers” of founder shares and private placement units (and the securities
underlying the private placement units) by the sponsor and our directors and officers under the lock-up provisions of the insider
letter and for the restriction on transfers by all members of the sponsor (including non-managing sponsor members) under the
sponsor’s amended and restated operating agreement. In addition, as set forth in the disclosure concerning the exceptions to
the lock-up provisions of the insider letter, the restrictions are not applicable to transfers to the Company’s officers or
directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of our
sponsor or their affiliates, as well as the other entities or individuals referred to in the discussion of exceptions.

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.

Response: The Company acknowledges the Staff’s comment
and advises the Staff that it has revised its disclosure on page 153 of Amendment No. 1 in response to the Staff’s comment.

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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.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 26 and on page 48
under the risk factor captioned “We may not be able to complete our initial business combination within the prescribed time frame…”
starting on page 47 of Amendment No. 1 in response to the Staff’s
comment.

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.

Response: The Company acknowledges the Staff’s comment and
advises the Staff that it has revised its disclosure on page 28 of Amendment No. 1 under the captions “Anticipated expenses and
funding sources” and a new section captioned “Possible need for additional financing” in response to the Staff’s
comment. In addition, the Company has added a section on pages 9 and 116 under the caption “Proposed Business – Potential
Additional Financing.”

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 Regu