NTWO 10-K & 10-Q changes, risk factors and insider trading

TheRisks shareRelating price ofto the post-BusinessPost-Business Combination company may be less than the Redemption Price of our Public Shares.Company

For additional risks relating to our operations, other than as set forth above, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Statement.Report, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and September 30, 2025 as filed with the SEC on May 15, 2025 and November 14, 2025, respectively. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not couldpresently ariseknown to us or that we currently deem immaterial may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto containedincluded elsewhere in this Report.

We are a blank check company incorporated in the Cayman Islands on June 18, 2024 formed for the purpose of effecting a Business Combination. Our Sponsor is Newbury Street WeII intendAcquisition toSponsor effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, offerings of equity securities, debt or a combination of cash, equity securities and debt.LLC.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. SuchArticles. anAny such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete ourtheir initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince June 18, 2024 (inception) through December 31, 20242025 werehave been (i) organizational activities and those(ii) necessaryactivities related to prepare for and consummate(x) the Initial Public Offering, described below,Offering and following(y) identifying and evaluating prospective acquisition candidates and activities in connection with the consummation of the Initial Public Offering, searing for ainitial Business Combination target.Combination. We dowill not expect to generate any operating revenues until after the completion of our initial Business Combination. We generatehave generated non-operating income in the form of interest income on marketableinvestments held securities held in the Trust Account.Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance compliance, among other things), as well as for due diligence expenses.

For the periodyear from June 18, 2024 (inception) throughended December 31, 2024,2025, we had a net income $1,042,224,of $6,620,992, which consists of interest earned on marketable securities held in Trust Account of $1,217,835$7,267,039, interest on the operating account of $42,405 and formationgeneral and operatingadministrative costs of $175,611.$688,452.

As of December 31, 2025 and 2024, we had marketable securities held in the Trust Account of $181,847,374 and $174,580,335, respectively (including approximately $8,484,874 and $2,080,335, respectively, of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which (lessinterest shall be net of taxes payable, if anyany, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2025 and 2024, we had cash held outside of $the $1,237,201.Trust Account of approximately $772,506 and $1,237,201, respectively and a working capital of $748,963 and $1,308,343, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plantsplants, or similar locations of prospective target businesses businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, structure, negotiate and complete an initiala Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an initiala Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital LoansLoans, as may be required. If we complete ana initial Business Combination, we wouldwill repay such Working Capital Loans. In the event that an initiala Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertibleconverted into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender.unit. The units (and underlying securities) would be identical to the Private Placement Units.Units (and underlying securities). TheOther than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital Loans.

Commencing on DecemberNovember 13, 2025,1, 2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000 per month for certain office space, utilities and secretarial and administrative support pursuant to the Administrative Support Agreement. UnderAs of December 31, 2025 and 2024, we incurred $120,000 and $20,000, respectively, in fees for these services. These amounts are paid and included in the general and administrative costs on the Administrativestatements Supportof Agreement,operations there was $20,000 incurred and paid forof the periodfinancial fromstatements Juneincluded 18, 2024elsewhere (inception)this through December 31, 2024.Report.

We granted the underwriter of the Initial Public OfferingBTIG a 45-day option to purchase up to 2,250,000 Option Units to cover any over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On November 4, 2024, in connection with the closing of the Initial Public Offering, the Over-Allotment Option wasUnderwriter exercised its Over-Allotment Option in full and additionalpurchased the 2,250,000 Option Units were purchased at $10.00 per Option Unit.

We paid an underwriting discount of 2.0% of the per Public Unit offering price to the underwritersBTIG at the closing of the Initial Public Offering, or $3,450,000 in the aggregate. In addition, theBTIG underwriters areis entitled to an additional fee of 3.5% of the gross offering proceeds payable only upon our completion of the initial Business Combination, or $6,037,500 in the aggregate.aggregate, subject to the terms of the Underwriting Agreement. The Deferred DiscountFee will become payable payable to the underwritersBTIG from the amounts held in the Trust Account solely in the event we complete an initial Business Combination.

We also issued to BTIG, the underwriter for the Initial Public Offering, 100,000 Class A Ordinary Shares to BTIG in connection with the Initial Public Offering. We accounted for the Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit. BTIG has agreed not to transfer, assign or sell any such shares without our prior consent until the completion of the initial Business Combination. In addition, the Representative Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and are, accordingly, subject to certain transfer restrictions or a period of 180 days beginning at the Initial Public Offering. Furthermore, BTIG agreed (and any of its designees to whom the Representative Shares are issued will agree) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a Business Combination within the Combination Period.

The preparation of the audited financial statements and relatednotes disclosuresthereto included elsewhere in this Report in conformity with GAAP requires our Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilitiesliabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the datetime of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our financial statements, and incomestatements and expensesnotes duringthereto theincluded periodselsewhere reported.in Makingthis estimatesReport requirescould Managementbe tomaterially affected. exerciseWe significant judgement. It is at least reasonably possiblebelieve that the estimatefollowing accounting policies involve a higher degree of thejudgment effectand of a condition, situation or set of circumstances that existed at the date of the financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.complexity. As of December 31, 2024,2025, we did not have any critical accounting estimates or policies to be disclosed.

In November 2023, the FASB issued ASU Topic 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to thea company’s chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities arewill be required to provide all annual disclosures currently required by FASB ASC ASC Topic 280, “Segment Reporting” (“ASC 280”) in interim periods, and entities with a single reportable segment are are required to provide all the disclosures required by the amendments in ASU 2802023-07 and existing segment disclosures in ASC 280. ASU 2023-07 2023-07 wasis effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 8, 2024, the date of our incorporation.

Management does not believe that any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on ourthe financial statements. statements and notes thereto included elsewhere in this Report.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating to our operations,Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report, and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended MarchSeptember 31,30, 2025 and SeptemberMarch 30,31, 2025,2026, as filed with the SEC on MayNovember 15,14, 2025 and November 14,May 2025.12, 2026. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by thesuch forward-looking statements as a result of certain factors detailed in our filings with the SEC. SEC, including herein. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 18, 2024 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,386,245,$311,304, which consists of interest earned on marketable securities held in the Trust Account of $1,598,972,$1,623,762, interest on the operating account of $6,423$3,901 and general and administrative costs of $219,150.$1,316,359, mainly driven by legal costs.

For the three months ended MarchJune 31,30, 2025, we had a net income of $1,685,254,$1,685,471, which consists of interest earned on marketable securities held in the Trust Account of $1,828,144$1,839,175, interest on the operating account of $11,236 and general and administrative costs of $155,106.$164,940.

Our liquidity needs through MarchNovember 31,4, 20262024 have beenwere satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares,Shares and (ii) a loan pursuant to the IPO Promissory NoteNote. Following the Initial Public Offering and (iii)the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note.Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2025 or the completion of our Initial Public Offering. The loan of $213,706 was fully repaid upon the consummation of our Initial Public Offering on November 4, 2024. No additional borrowing is available under the IPO Promissory Note.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31,June 30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

In accordance with the FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” Management has evaluateddetermined whetherthat conditionsthe liquidity condition and eventsmandatory liquidation, should a Business Combination not occur, raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements” wereare issued. Our liquidity needs through the liquidation date will depend on the level of transaction costs and the timing of a potential Business Combination. While the current working capital is expected to be sufficient to fund operations for 12 months from the issuance of the unaudited condensed financial statements included in this Report under “Item 1. Financial Statements”, if additional expenses are incurred or the Business Combination process extends significantly, we may need to seek additional financing from our Sponsor or third parties.

Commencing on November 1, 2024, and until the completion of our Business Combination or liquidation, we pay an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Support Agreement. For the three months ended MarchJune 31,30, 2026, 2026 and 2025, we incurred and paid $30,000,$30,000 infor feesthese services and for the six months ended June 30, 2026 and 2025, we incurred and paid $60,000 for these services. These amounts are included in the general and administrative costs on the unaudited condensed statements of operations of the unaudited financial statements included in this Report under “Item 1. Financial Statements.”

BTIG is entitled to athe deferredDeferred underwritingFee discount of 3.5% of the gross proceeds of the Initial Public Offering, or $6,037,500, payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business CombinationCombination, pursuant to the Underwriting Agreement.

We also issued to BTIG, the underwriter for the Initial Public Offering, 100,000 Class A Ordinary Shares in connection with the Initial Public Offering. We accounted for such Representative Shares as an expense of the Initial Public Offering, resulting in a charge directly to shareholders’ deficit. BTIG has agreed not to transfer, assign or sell any such sharesRepresentative Shares without our prior consent until the completion of the initial Business Combination. In addition, the Representative Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and are,were, accordingly, subject to certain transfer restrictions or a period of 180 days beginning at the Initial Public Offering. Furthermore, BTIG agreed (and any of its designees to whom the Representative Shares are issued will agree) (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a Business Combination within the Combination Period.

We account for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity”. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our condensed balance sheets included in this Report under “Item 1. Financial Statements.Statements”.

Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under “Item 1. Financial Statements.Statements”.