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8-KAccepted Sep 28, 5:28 PM ET

Newbury Street II Acquisition Corp Announces EGM, Shareholder Nomination Deadline

NTWONewbury Street II Acquisition Corp

Accepted (ET)

5:28 PM

Sep 28, 2026

Filed

Sep 28, 2026

Documents

12

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264.2 KB

Summary

Newbury Street II Acquisition Corp Announces EGM, Shareholder Nomination Deadline

Updated

What Happened

  • On September 28, 2026, Newbury Street II Acquisition Corp (NTWO) announced an extraordinary general meeting (EGM) to be held at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY. The exact date and time will be set in the Company’s definitive proxy statement to be filed with the SEC.
  • The EGM is being held, in part, to satisfy Nasdaq Listing Rule 5620(a), which requires the Company to hold its first annual meeting on or before December 31, 2026. Because the EGM does not qualify as an “annual general meeting” under Cayman Islands law, the terms of the Company’s Class I directors will not expire at this meeting.
  • The filing references shareholder director nomination procedures (Item 5.08) and sets a deadline for shareholder proposals and nominations.

Key Details

  • Shareholder proposal/nomination deadline: deliver proposals to Newbury Street II Acquisition Corp, c/o Thomas Bushey, 121 High Street, Floor 3, Boston, MA 02110, no later than October 8, 2026.
  • Meeting location: Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY; exact meeting date/time to appear in the definitive proxy statement filed with the SEC.
  • Purpose: partially to satisfy Nasdaq Listing Rule 5620(a) — first annual meeting must occur on or before December 31, 2026.
  • Company governance limit: under the Amended and Restated Articles and Cayman law, no business other than what’s in the definitive proxy statement may be transacted at the EGM.

Why It Matters

  • Investors should note the EGM and the Oct 8, 2026 deadline if they intend to submit proposals or nominate directors—proposals must also comply with Cayman Islands law, SEC rules, and the Company’s Amended and Restated Articles.
  • The meeting is tied to Nasdaq compliance (annual meeting requirement), but because the EGM isn’t an “annual general meeting” under Cayman law, it will not trigger expiration of Class I directors’ terms—affecting expectations about immediate board turnover.
  • Watch for the Company’s definitive proxy statement (to be filed with the SEC) for the official meeting date/time, the agenda, and any proxy voting materials that will affect shareholder rights and potential governance changes.

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