Correspondence 0001213900-24-091165 from 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: 0001213900-24-091165
AI Filing Summary & Sentiment
File numbers found in text: 333-281456
Referenced dates: October 28, 2024
Letter
VIA EDGAR Office of Real Estate and Construction Division of Corporation Finance Securities and Exchange Commission Attention: Mary Beth Breslin 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 Ms. Breslin:
We are counsel to Newbury Street II Acquisition Corp., a Cayman Islands exempted company (the “Company”). On behalf of the Company, this letter sets forth the response of the Company to the comment letter dated October 28, 2024 received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning Amendment No. 3 to the Company’s registration statement on Form S-1 filed via EDGAR to the Commission on October 24, 2024 (the “Registration Statement”).
The Staff’s comment is repeated below and is followed by the Company’s response.
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.
Response: The Company acknowledges the Staff’s comment. In response to the comment, we have been advised by BTIG, underwriter for the offering, that notwithstanding the expression of interest from 12 institutional investors, it does not expect to allocate a number of shares to each of the 12 institutional investors in an amount equal to their full expressions of interest. There has been broad demand for the issue and BTIG expects to allocate shares among institutional investors (in addition to the 12 from which it had received expressions of interest) and retail investors. BTIG has represented to Nasdaq that it will have the requisite number of holders necessary to satisfy Nasdaq’s initial listing criteria. As the registration statement states, expressions of interest are not binding agreements or commitments to purchase and BTIG has full discretion to allocate units in the offering and may determine to sell fewer public units to these institutional investors, or none at all.
In addition, we note that none of the institutions that have expressed an interest are expected to be affiliates of the issuer after the offering, insofar as none are expected to be an officer, director or 10% holder.
In view of the foregoing, we do not believe that a further amendment to the Registration Statement is necessary.
If you have questions or further comments, please contact me by telephone at (516) 491-6471 or via e-mail at morenstein@egsllp.com
Sincerely,
/s/ Mark Orenstein
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1345 Avenue of the Americas
New York, NY 10105
TELEPHONE: (212) 370-1300
FACSIMILE: (212) 370-7889
www.egsllp.com
October 28, 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.
Amendment No. 3 to Registration Statement on
Form S-1
Filed on October 24, 2024
File No. 333-281456
Dear Ms. Breslin:
We are counsel to Newbury Street II Acquisition
Corp., a Cayman Islands exempted company (the “Company”). On behalf of the Company, this letter sets forth the response
of the Company to the comment letter dated October 28, 2024 received from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) concerning Amendment No. 3 to the Company’s registration statement
on Form S-1 filed via EDGAR to the Commission on October 24, 2024 (the “Registration Statement”).
The Staff’s comment is repeated below and
is followed by the Company’s response.
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.
Response: The Company acknowledges the
Staff’s comment. In response to the comment, we have been advised by BTIG, underwriter for the offering, that notwithstanding the
expression of interest from 12 institutional investors, it does not expect to allocate a number of shares to each of the 12 institutional investors
in an amount equal to their full expressions of interest. There has been broad demand for the issue and BTIG expects to allocate shares
among institutional investors (in addition to the 12 from which it had received expressions of interest) and retail investors. BTIG has
represented to Nasdaq that it will have the requisite number of holders necessary to satisfy Nasdaq’s initial listing criteria.
As the registration statement states, expressions of interest are not binding agreements or commitments to purchase and BTIG has full
discretion to allocate units in the offering and may determine to sell fewer public units to these institutional investors, or none at
all.
In addition, we note that none of the institutions
that have expressed an interest are expected to be affiliates of the issuer after the offering, insofar as none are expected to be an
officer, director or 10% holder.
In view of the foregoing,
we do not believe that a further amendment to the Registration Statement is necessary.
If
you have questions or further comments, please contact me by telephone at (516) 491-6471 or via e-mail at morenstein@egsllp.com
Sincerely,
/s/ Mark Orenstein
Enclosures
cc:
Ameen Hamady
Shannon Menjivar
Pearlyne Paulemon
Pam Long
Thomas Bushey
Wei Wang
Christian Nagler, P.C. -- Kirkland & Ellis
LLP