{"url_path":"/sec/ntwow/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2028027/0001213900-26-055084-index.html","accession_number":"0001213900-26-055084","cik":"0002028027","ticker":"NTWO","issuer_name":"Newbury Street II Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028027/0001213900-26-055084-index.html","primary_entity_key":"0002028027","primary_entity_name":"Newbury Street II Acquisition Corp"},"word_count":1120,"has_tables":true,"body_markdown":"Item 1A. Risk Factors.\n\n \n\nAs a smaller reporting company under Rule 12b-2\nof the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the\nsection titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report, and (iii) Quarterly\nReports 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\nNovember 14, 2025. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as\nset forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results\nof operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect\nour ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors\nfrom time to time in our future filings with the SEC.\n\n \n\n*Our search for an initial Business Combination,\nand any target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected\nby current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the Middle East between United States,\nIsrael and Iran and others, as well as by other events that are outside of our control.*\n\n \n\nOur ability to find a potential target business\nand the business of any company with which we may consummate a Business Combination could be materially and adversely affected by events\nthat are outside of our control. For example, United States and global markets have experienced and may continue to experience volatility\nand disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent conflict in the\nMiddle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities between the United States, Israel\nand Iran and others have caused significant disruption in the normal flow of oil, refined petroleum products and related commodities,\nwith consequent price rises and associated economic volatility. In response to such conflicts, the North Atlantic Treaty Organization\n(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European\nUnion and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and\nentities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication\n(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid\nor other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts,\nincluding but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number\nof nations.\n\n \n\nThe invasion of Ukraine by Russia and the escalation\nof the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and the resulting measures\nthat have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel\nand its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and\nglobal economies. Although the length and impact of the ongoing conflicts and geopolitical turmoil are highly unpredictable, they could\nlead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain\ninterruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks against U.S. companies. Additionally,\nany resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity\nin capital markets.\n\n \n\nSimilarly, other events outside of our control,\nincluding natural disasters, climate-related events and pandemic or health crises (such as the COVID-19 pandemic) may arise from time\nto time, and any such events may cause significant volatility and declines in the global markets and have disproportionate impacts to\ncertain industries or sectors and disruptions to commerce (including economic activity, travel and supply chain), and may adversely affect\nthe global economy or capital markets.\n\n \n\nAny of the abovementioned factors, or any other\nnegative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,\nthe escalation of the conflict involving the United States, Israel and Iran and others in the Middle East and Southwest Asia and subsequent\nsanctions or related actions, could adversely affect our search for an initial Business Combination and any target business with which\nwe may ultimately consummate an initial Business Combination.\n\n \n\nThe extent and duration of the ongoing conflicts,\nresulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or\nnew sanctions continue for an extended period of time, if geopolitical tensions result in expanded military operations on a global scale\nor if there are disruptions in the supply of oil or other commodities.\n\n \n\n23\n\n \n\nAny such disruptions may also have the effect\nof heightening many of the other risks described in this Item. If these disruptions or other matters of global concern continue for an\nextensive period of time, our ability to consummate an initial Business Combination, or the operations of a target business with which\nwe may ultimately consummate an initial Business Combination, may be materially adversely affected. In addition, our ability to consummate\na transaction may be dependent on the ability to raise equity or debt financing, which may be impacted by these and other events, including\nas a result of increased market volatility or decreased availability of third-party financing on acceptable terms or at all.\n\n* *\n\n*Military or other conflicts in Ukraine,\nbetween the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or other armed hostilities may lead\nto increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential\ntarget companies, which could make it more difficult for us to consummate an initial Business Combination.*\n\n* *\n\nMilitary or other conflicts in Ukraine, between\nthe United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities may lead to increased\nvolume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies,\nand to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which\ncould make it more difficult for us to identify a Business Combination target and consummate an initial Business Combination on acceptable\ncommercial terms, or at all."}