Form 8-K

8-K — Newbury Street II Acquisition Corp

Accession: 0001185185-26-004446

Filed: 2026-09-30

Period: 2026-09-29

CIK: 0002028027

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ntwo28k425092826.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ntwo2ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (ntwo2ex99-1.htm)

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2026-09-29

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September 29, 2026

Newbury Street II Acquisition Corp

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-42391

98-1797287

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

121 High Street, Floor 3

Boston,

Massachusetts 02110

(Address of principal executive offices, including

zip code)

Registrant’s

telephone number, including area code: (617)

334-2805

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

NTWOU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

NTWO

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

NTWOW

The Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

As previously disclosed on

the Current Report on Form 8-K filed by Newbury Street II Acquisition Corp, a Cayman Islands exempted company (“Newbury Street

II”), with the Securities and Exchange Commission (the “SEC”) on August 18, 2026, on August 17,

2026, Newbury Street II entered into an Agreement and Plan of Merger (the “Merger Agreement”, and the transactions

contemplated under the Merger Agreement, the “Business Combination” or “Transactions”)

with (i) Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Newbury Street II, and (ii) Fort Robotics, Inc.,

a Delaware corporation (“Fort Robotics”), in connection with the proposed Business Combination.

On September 27, 2026, the

board of directors of Newbury Street II (the “Board”) established a special committee of the Board, consisting

of Jennifer Vescio, Joshua Gold and Theodore Seides, each an independent and disinterested director (the “Special Committee”),

for the consideration of the Donerail Agreement (as defined below) and Newbury Street II’s releases under the Securities Grant Agreement

(as defined below). On September 28, 2026, the Special Committee and the Audit Committee of the Board approved the Donerail Agreement

and the Securities Grant Agreement.

On September 29, 2026, Newbury Street II entered into an engagement letter with Donerail

Group & Co LLC (“Donerail”, and such agreement, the “Donerail Agreement”), an

affiliate of William Zachre Wyatt, a then member of the board of directors (the “Board”) of Newbury Street II,

pursuant to which Donerail agreed to provide transaction advisory services to Newbury Street II in connection with the proposed Business

Combination in consideration for a cash compensation of $350,000 (the “Donerail Cash Fee”) and reimbursement

of the reasonable expenses, including legal expenses, of Donerail for up to $75,000 by Newbury Street II (or its successor) upon the closing

of the proposed Business Combination (the “Closing”). The Donerail Agreement may be terminated at any time by

either party for convenience by written notice to the other party with 15 days notice or for cause by written notice with 30 days notice.

In the event of any termination of the Donerail Agreement by Donerail for cause or by Newbury Street II for convenience, Donerail shall

be entitled to the applicable fee if Newbury Street II consummates the Business Combination (or any other initial business combination

involving Fort Robotics or any affiliate of Fort Robotics) on or prior to the date that is 12 months following such termination. In the

event of any termination of the Donerail Agreement by Newbury Street II for cause or by Donerail for convenience, Donerail shall not be

entitled to any fees under the Donerail Agreement. The Donerail Agreement contains other customary provisions including indemnification.

Contemporaneously with the execution of the Donerail Agreement, as inducement for Donerail to enter into the Donerail Agreement, Newbury

Street II, Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and

Donerail entered into a securities grant agreement (the “Securities Grant Agreement”), pursuant to which the

Sponsor agreed to grant to Donerail or its designees such membership interests in the Sponsor corresponding to approximately 599,166 Class

B ordinary shares, par value $0.0001 per share, of Newbury Street II (the “Founder Shares”) upon and subject

to the Closing (or the closing of any other initial business combination by Newbury Street II involving Fort Robotics or any affiliate

of Fort Robotics) (and an equal amount of membership interests of the Sponsor shall be forfeited by Thomas Bushey, the managing member

of the Sponsor) (the “Donerail Equity Compensation”), and each of the parties, including Newbury Street II,

agreed to general releases of the other parties thereunder.

Pursuant to an agreement between

Mr. Wyatt and Anthony James Vinciquerra, a director of Newbury Street II, Mr. Vinciquerra is entitled to receive 50% of the net economic

interests of the Donerail Cash Fee and the Donerail Equity Compensation. In connection with the Donerail Agreement and the Securities

Grant Agreement, Mr. Wyatt resigned as a director of Newbury Street II effective as of September 29, 2026 and agreed to forfeit 40,000

Founder Shares to be granted to each of the directors of Newbury Street II upon the Closing.

The foregoing

description of the Donerail Agreement does not purport to be complete and is qualified in its entirety by reference to the Donerail

Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by

reference.

Item 5.02 Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2026, William

Z. Wyatt resigned as a member of the Board, effective immediately. Mr. Wyatt resigned in connection with Newbury Street II's entry into

the Donerail Agreement in order to eliminate any potential conflict of interest arising from his continued service as a director while

Donerail provides services to Newbury Street II. Mr. Wyatt's resignation was not the result of any disagreement with Newbury Street II

on any matter relating to its operations, policies or practices.

The information set forth

above under Item 1.01 of this Current Report on Form 8-K with respect to (i) the compensation that Anthony James Vinciquerra, a director

of the Board, is entitled to, and (ii) the compensation that William Zachre Wyatt, a former director of the Board, is entitled to, is

hereby incorporated by reference into this Item 5.02.

Item 8.01 Other Events.

Confidential Submission of the Draft Registration

Statement and Preliminary Proxy Statement on Form S-4

In connection with the proposed

Business Combination, on September 29, 2026, Newbury Street II and Fort Robotics issued a joint press release announcing the confidential

submission by Newbury Street II and Fort Robotics of a combined draft registration statement and preliminary proxy statement on Form S-4

(the “Registration Statement”) with the SEC on September 29, 2026, in connection with the Merger Agreement and

the Transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Additional Information and Where to Find It

In connection with the Transactions,

Newbury Street II and Fort Robotics intend to file the Registration Statement, with the SEC, which will include a proxy statement to Newbury

Street II shareholders and a prospectus for the registration of Newbury Street II’s securities to be issued in connection with the

Transactions. This Current Report does not contain all the information that should be considered concerning the Transactions and is not

intended to form the basis of any investment decision or any other decision in respect of the Transactions. Newbury Street II’s

shareholders and other interested persons are advised to read, the Registration Statement and other documents filed in connection with

the Transactions, as these materials will contain important information about Fort Robotics, Newbury Street II and the Transactions. Shareholders

may obtain a copy of the Registration Statement, once available, as well as other documents filed by Newbury Street II with the SEC, without

charge, at the SEC’s website located at www.sec.gov or by directing a written request to Newbury Street II Acquisition Corp, 121

High Street, Floor 3, Boston, Massachusetts 02110.

BEFORE MAKING ANY VOTING

DECISION, INVESTORS AND SECURITY HOLDERS OF NEWBURY STREET II ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS

FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT THE TRANSACTIONS.

Participants in the Solicitation

Newbury Street II, Fort Robotics,

and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed

to be participants in the solicitation of proxies of Newbury Street II’s shareholders in connection with the Transactions. Investors

and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Newbury Street

II’s executive officers and directors in the solicitation by reading Newbury Street II’s filings with the SEC, including the

final prospectus of Newbury Street II dated as of October 31, 2024 and filed by Newbury Street II with the SEC on November 1, 2024 (the

“IPO Prospectus”). To the extent that holdings of Newbury Street II’s securities have changed from the

amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed

with the SEC. Information concerning the interests of Newbury Street II’s and Fort Robotics’ participants in the solicitation,

which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the Registration

Statement relating to the Transactions when it becomes available.

No Offer or Solicitation

This Current Report does not

constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall

there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of

a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

NEITHER THE SEC NOR ANY STATE

SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE

TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS CURRENT REPORT. ANY REPRESENTATION

TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This Current Report includes

“forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified

by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,”

“will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,”

“could,” “may,” “might,” “possible,” “potential,” “predict” or

similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Fort Robotics and

Newbury Street II have based these forward-looking statements on current expectations and projections about future events. These statements

include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding

Fort Robotics’ ability to commercialize new products, technologies and industry use cases; projections of development and commercialization

costs and timelines; expectations regarding Fort Robotics’ ability to execute its business model and the expected financial benefits

of such model; expectations regarding Fort Robotics’ ability to attract, retain and expand its customer base; Fort Robotics’

deployment of proceeds from capital raising transactions; its expectations concerning relationships with strategic partners, suppliers,

governments, state-funded entities, regulatory bodies and other third parties; Fort Robotics’ ability to maintain, protect and enhance

its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations

affecting its markets; the successful consummation and potential benefits of the proposed transaction and expectations related to its

terms and timing; and the potential for Fort Robotics to increase in value.

These forward-looking statements

are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,

a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict

and will differ from assumptions, many of which are beyond the control of Fort Robotics and Newbury Street II.

These forward-looking statements

are subject to known and unknown risks, uncertainties and assumptions that may cause Fort Robotics or Newbury Street II’s actual

results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance

or achievements expressed or implied by such statements. Such risks and uncertainties include: that Fort Robotics is pursuing an emerging

technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Fort Robotics historical

net losses and limited operating history; Fort Robotics’ expectations regarding future financial performance, capital requirements

and unit economics; Fort Robotics’ use and reporting of business and operational metrics; Fort Robotics’ competitive landscape;

Fort Robotics’ dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential

need for additional future financing; Fort Robotics ability to manage growth and expand its operations; potential future acquisitions

or investments in companies, products, services or technologies; Fort Robotics’ reliance on strategic partners and other third parties;

Fort Robotics’ ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection

or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning;

uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic

environment; the combined company’s ability to maintain internal control over financial reporting and operate as a public company;

the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely

affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Newbury Street II could

elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence

of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome

of any legal proceedings or government investigations that may be commenced against Fort Robotics or Newbury Street II; failure to realize

the anticipated benefits of the proposed transaction; the ability of Newbury Street II or the combined company to issue equity or equity-linked

securities in connection with the proposed transaction or in the future; and other factors described in Newbury Street II’s filings

with the SEC.

The foregoing list of factors

is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk

Factors” section of (i) the IPO Prospectus, (ii) the annual report on Form 10-K filed by Newbury Street II with the SEC on March

6, 2026, (iii) the Registration Statement referenced above when available and other documents filed by Newbury Street II and Fort Robotics

from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual

events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon

any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Newbury Street II nor

Fort Robotics presently knows, or that Newbury Street II and/or Fort Robotics currently believe are immaterial, that could cause actual

results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested

persons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report. Past performance by Newbury

Street II’s or Fort Robotics’ management teams and their respective affiliates is not a guarantee of future performance. Therefore,

you should not place undue reliance on the historical record of the performance of Newbury Street II’s or Fort Robotics’ management

teams or businesses associated with them as indicative of future performance of an investment or the returns that Newbury Street II or

Fort Robotics will, or may, generate going forward. None of the parties nor any of their representatives gives any assurance that any

of Newbury Street II, Fort Robotics, or the combined company will achieve its expectations.

Item

9.01 Financial Statements and Exhibits.

EXHIBIT

INDEX

Exhibit No.

Description

10.1+†

Engagement Letter, dated September 29, 2026, between Newbury Street II

and Donerail.

99.1

Joint Press Release of Newbury Street II and Fort Robotics, dated September

30, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain schedules, exhibits and similar attachments have been

omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange

Commission or its staff upon request.

† Certain personally identifiable information has been omitted

from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

NEWBURY STREET II ACQUISITION CORP

By:

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

Chief Executive Officer

Dated: September 30, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ntwo2ex10-1.htm · Sequence: 2

Exhibit 10.1

Engagement Letter

Newbury Street II Acquisition Corp.

960185 Gateway Blvd. Suite 201

Fernandina Beach, FL 02110

Attention:

Thomas Vincent Bushey

CEO and Director

Re: Advisory Services

This letter

agreement (this “Agreement”), made and entered into as of September 29, 2026 (“Effective Date”),

will confirm the arrangements under which Donerail Group & Co LLC (“Donerail”) has been engaged by Newbury Street

II Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below),

the “Company”), as of the Effective Date, to act as the Company’s consultant in connection with the Transaction

(as defined below) involving the Company and FORT Robotics, Inc., a Delaware corporation (“Target”). The Company, the

Target, and Hugo Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”),

entered into an agreement and plan of merger, dated as of August 17, 2026 (as it may be amended, restated and/or supplemented from time

to time in accordance with its terms, the “Transaction Agreement”), pursuant to which, among other thin gs: (i) prior

to the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”), the

Company will continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as, and become, a Delaware corporation (the

“Domestication”) and (ii) upon the Transaction Closing, among other matters, Merger Sub will merge with and into Target,

with Target continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Merger” and

together with the Domestication and the other transactions contemplated by the Transaction Agreement, collectively, the “Transaction”).

1. Retention. During the term of this engagement, and as

mutually agreed upon by Donerail and the Company, Donerail will provide the Company and its affiliates the consulting services described

on Schedule B hereto (the “Services”) in connection with the Transaction. Donerail agrees to perform the Services

(i) in accordance with all laws, rules and regulations which may be applicable to the Services, (ii) in a professional and workmanlike

manner in accordance with generally recognized industry standards for similar services, and (iii) devoting sufficient resources and its

best efforts to ensure that the Services are performed in a timely, professional and reliable manner.

2. Cooperation.

(a)

The Company shall, upon reasonable request, furnish Donerail with current and historical materials and information regarding the

business and financial condition of the Company, the Company, in its reasonable discretion, deems relevant to the Transaction, and other

information and data, and access to the Company’s officers, directors, employees and professional advisors, which Donerail reasonably

requests in connection with Donerail’s activities hereunder. All such materials, information and data shall, to the Company’s

knowledge, be complete and accurate in all material respects and not misleading at the time they are furnished. The Company agrees to

promptly advise Donerail of all developments materially affecting the Company, the Transaction or the completeness or accuracy of the

information previously furnished to Donerail.

(b)

The Company further acknowledges that Donerail (i) will be relying on information and data provided to Donerail (including, without

limitation, information provided by or on behalf of the Company, the Target or other parties to a Transaction) and available from generally

recognized public sources, without having independently verified the accuracy or completeness thereof, (ii) does not assume responsibility

for the accuracy or completeness of any such information and data, (iii) has not made, and will not make, any physical inspection or appraisal

of the properties, assets or liabilities (contingent or otherwise) of the Company, the Target or any other party to a Transaction and

(iv) in relying on any financial forecasts that may be furnished to or discussed with Donerail, will assume that such forecasts have been

reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the Company’s management

team as to the future financial performance of the Company, the Target or other party to a Transaction, as the case may be (and if such

forecasts no longer reflect such estimates and judgments, then the Company will promptly inform, and provide updated forecasts to, Donerail).

(c)

The Company agrees that any teaser, confidential information memorandum or other disclosure materials used in connection with a

Transaction shall not, to the Company’s knowledge, contain any untrue statement of material fact.

(d)

Donerail acknowledges and agrees that all information provided by the Company, the Target or their respective Representatives in

connection with the engagement outlined in this Agreement, whether learned or disclosed to Donerail before or after the Effective Date,

including, but not limited to, all data, analysis, documentation, processes, communication, intellectual property, and other materials,

regardless of the form or medium in which they are expressed (collectively referred to as “Confidential Information”),

shall be treated with the strictest confidentiality. Donerail and its Representatives shall not disclose, disseminate, or make the Confidential

Information available in any way to any third party, including affiliates, representatives, consultants, or any other entity or individual,

without the express prior written consent of the Company. Furthermore, Donerail agrees to use the Confidential Information solely for

the purpose of providing the Services as specifically contemplated by this Agreement, and for no other purpose whatsoever. Donerail undertakes

to implement all reasonable and necessary security measures to safeguard the Confidential Information from unauthorized access, use, or

disclosure. This includes, but is not limited to, restricting access to the Confidential Information to those of Donerail employees, agents,

or consultants who have a need to know such information in connection with the performance of the Services hereunder and who are bound

by written obligations of confidentiality that are no less stringent than those set forth in this Agreement. In the event of any unauthorized

use or disclosure of the Confidential Information, Donerail shall promptly notify the Company of such incident and take all reasonable

steps, at Donerail’s expense, to recover the Confidential Information and prevent further unauthorized use or dissemination. The

obligations of confidentiality set forth in this provision shall survive the termination of this Agreement and shall continue indefinitely

until such time as the Confidential Information enters the public domain through no fault of Donerail or its Representatives. Any breach

of this confidentiality provision may result in irreparable harm to the Company for which damages alone may not be an adequate remedy.

Accordingly, the Company shall be entitled to seek injunctive relief, without the necessity of posting bond, in addition to any other

legal or equitable remedies available to enforce the provisions of this Agreement and to protect its proprietary rights.

(e)

Each of Donerail and the Company hereby represents and warrants to the other party that, in fulfilling its obligations and conducting

its operations related to this Agreement, it shall strictly comply with all applicable laws, regulations, and the rules of any securities

exchange relevant to its activities under this Agreement. Donerail acknowledges that the U.S. securities laws and other laws prohibit

any person who has material, non-public information concerning a public company from purchasing or selling any of its securities, and

from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely

to purchase or sell such securities. Donerail acknowledges that the confidentiality provisions of this Agreement shall be deemed to be

an agreement to keep the Confidential Information in confidence as contemplated by Regulation FD promulgated by the SEC. In addition,

Donerail acknowledges and agrees that some of the Confidential Information may be considered “material non-public information”

for purposes of the federal securities laws and that Donerail and its Representatives will abide by all securities laws relating to the

handling of and acting upon material non-public information.

3. Use of Name, Advice, Agreement, etc.

(a)

No information or advice provided (other than any information or advice relating to the U.S. tax treatment and U.S. tax structure

of any Transaction) or materials prepared by Donerail may be disclosed, in whole or in part, or summarized, excerpted from or otherwise

referred to without Donerail’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The

Company shall not disseminate any materials bearing the Donerail name or logo outside of the Company or its direct advisors without Donerail’s

knowledge and consent. In addition, the Company agrees that any reference to Donerail in any release, communication or other material

is subject to Donerail’s prior written consent for each such reference. The Company agrees not to disclose this Agreement, the contents

hereof or the activities of Donerail pursuant hereto to any third party without the prior written consent of Donerail.

(b)

Donerail’s advice is solely for the confidential use and information of the Company’s management and Board (solely

in their capacities as such) and is only to be used in considering the matters to which this Agreement relates. Such advice may not be

relied upon by any other party (including, without limitation, securityholders, affiliates, creditors or employees of the Company).

4. Compensation. This

Agreement is effective as of the Effective Date, but the Company shall have no payment obligations under this agreement unless and

until the Transaction Closing shall have occurred (the date of the consummation of such Transaction, the “Closing

Date”).

(a)

As payment and consideration for the Services to be provided hereunder, the Company agrees to pay to Donerail a fee of Three Hundred

and Fifty Thousand U.S. Dollars ($350,000), payable upon Transaction Closing.

(b)

Donerail shall be responsible for paying its own expenses incurred in connection with the provision of the Services or otherwise

under this Agreement, including those incurred by its Representatives, except those which the Company expressly agrees in writing to pay.

Notwithstanding the foregoing, subject to and contingent and payable solely upon Transaction Closing, the Company shall reimburse Donerail

for all reasonable fees and disbursements of outside legal counsel retained by Donerail in connection with the negotiation of and entry

into this Agreement and the provision of the Services under this Agreement; provided, that the aggregate amount of such fees and disbursements

reimbursable by the Company hereunder shall not exceed $75,000.

(c)

Neither Donerail nor any of its Representatives will be eligible to participate in any benefits that may be provided to employees

of the Company or any of its affiliates, including paid holidays or vacations, retirement plans, profit sharing plans or any healthcare

insurance, life insurance, workers’ compensation insurance or disability insurance.

(d)

The Company and its affiliates will not be responsible for withholding or paying any income, payroll, Social Security, or other

federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker’s

compensation insurance or public liability insurance on Donerail’s behalf or on behalf of any of its Representatives. Consultant

shall provide upon reasonable notice, proof that Donerail has filed and paid any income and any FICA taxes due on Donerail’s compensation.

5. Indemnification.

The terms and provisions of Schedule A are incorporated by reference herein, constitute a part hereof and shall survive any

termination or expiration of this Agreement. For the avoidance of doubt, the provisions of this Section 5 and Schedule A will

in all cases be subject to Section 6.

6. Waiver

Against Trust. Reference is made to the final prospectus of the Company, filed with the SEC (File No. 333-281456) (the

“Prospectus”), and dated as of October 31, 2024. Donerail hereby represents and warrants that it has read the

Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the

proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by its underwriters

and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for

the benefit of the Company’s public shareholders (including overallotment shares acquired by the Company’s underwriters,

the “Public Shareholders”), and that, except as otherwise described in the Prospectus, the Company may disburse

monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem the Company shares in

connection with the consummation of the Company’s initial business combination (as such term is used in the Prospectus) (the

“Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination,

(b) to the Public Shareholders if the Company fails to consummate a Business Combination within twenty-four (24) months after the

closing of the IPO, and subject to further extension by amendment to the Company’s organizational documents, (c) with respect

to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in

dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in

consideration of the Company entering into this Agreement, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Donerail hereby agrees on behalf of itself and its affiliates that, notwithstanding

anything to the contrary in this Agreement, neither Donerail nor any of its affiliates do now or shall at any time hereafter have

any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any

claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in

connection with or relating in any way to, this Agreement or any proposed or actual business relationship between the Company or its

Representatives, on the one hand, and Donerail or its Representatives, on the other hand, this Agreement or any other matter, and

regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such

claims are collectively referred to hereafter as the “Released Claims”). Donerail on behalf of itself and its

affiliates hereby irrevocably waives any Released Claims that Donerail or any of its affiliates may have against the Trust Account

(including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any

distributions therefrom) for any reason whatsoever (including for an alleged breach of this Agreement or any other agreement with

the Company or its affiliates). Donerail agrees and acknowledges that such irrevocable waiver is material to this Agreement and

specifically relied upon by the Company and its affiliates to induce the Company to enter in this Agreement, and Donerail further

intends and understands such waiver to be valid, binding and enforceable against Donerail and each of its affiliates under

applicable law. To the extent Donerail or any of its affiliates commences any action or proceeding based upon, in connection with,

relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in

part, monetary relief against the Company or its Representatives, Donerail hereby acknowledges and agrees that Donerail’s and

its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit

Donerail or its affiliates (or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the

Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Donerail or any of its

affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to

the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any

distributions therefrom) or the Public Shareholders, whether in the form of money damages or injunctive relief, the Company and its

Representatives, as applicable, shall be entitled to recover from Donerail and its affiliates the associated legal fees and costs in

connection with any such action, in the event the Company or its Representatives, as applicable, prevails in such action or

proceeding. Notwithstanding the foregoing, this Section 6 shall not affect any rights of Donerail or its affiliates to

receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the

liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so.

7. Termination.

This Agreement shall have a term beginning on the Effective Date and ending on the Closing Date. This Agreement may be terminated at

any time prior to the end of the term by either Party for convenience by written notice to the other Party with 15 days notice. This

Agreement may be terminated at any time prior to the end of the term by either Party for Cause by written notice to the other Party

with 30 days notice. In the event of any termination of this Agreement by Donerail for Cause (as defined below) or by the Company

for convenience, Donerail shall be entitled to the applicable fee or fees set forth in Section 4 if the Company consummates

the Transaction or any other initial business combination involving the Company and either the Target or any affiliate of the Target

on or prior to the date that is 12 months following such termination. In the event of any termination of this Agreement by the

Company for Cause (as defined below) or by Donerail for convenience, Donerail shall not be entitled to any fees under this

Agreement. This Agreement will automatically be terminated without any further action of the parties and without any further

liability or obligation hereunder of either Party in the event that the Company liquidates prior to consummating a business

combination. Notwithstanding anything to the contrary contained herein, the provisions of Sections 6 through 16 will

survive any termination of this Agreement, regardless of the manner or nature of such termination, and survive indefinitely. The

termination of this Agreement and the expiration of any restricted periods under this Agreement that apply thereafter will not

relieve a party of any obligation or liability arising from any breach by such party of this Agreement during the term or such

restricted period. For purposes of this Section 7, (a) the term “Cause” with respect to Donerail shall mean actions or

failures to act of Donerail (other than an action or failure to act undertaken at the express written request of the Company

consistent with the requirements of such written consent) in the performance of the Services under this Agreement constituting gross

negligence or willful misconduct (after notice and a reasonable opportunity to cure within 30 days) and (b) the term

“Cause” with respect to the Company shall mean actions or failures to act of the Company (other than an action or

failure to act undertaken at the express written request of Donerail consistent with the requirements of such written consent) in

the performance of its obligations under this Agreement constituting gross negligence or willful misconduct (after notice and a

reasonable opportunity to cure within a period of 30 days).

Non-Exclusivity. During the term of this Agreement, the Company is expressly permitted to enter into the Transaction or

engage in similar transactions without the involvement of Donerail. Furthermore, the Company is permitted to engage in the Transaction

or to engage any third party to perform any services or act in any capacity for which Donerail has been engaged pursuant to this Agreement

with respect to the Transaction, without the prior written consent of Donerail. Donerail shall not restrict the Company’s ability

to engage other financial institutions (a) as financing sources in connection with the Transaction or any other matter (including valuation

or solvency services in connection with any dividend or distribution to the Company’s stockholders in advance of the closing of

the Transaction) or (b) as an advisor to any special committee of the Board (a “Special Committee”) in the event of

the Transaction for which the Board appoints a Special Committee (it being understood that (i) any such retention set forth in clauses

(a) or (b) above shall not affect Donerail’s rights (including with respect to fee entitlement) or the Company’s obligations

hereunder and (ii) Donerail shall not be liable or responsible for any acts or omissions of such other retained person or entity, including,

for the avoidance of doubt, with respect to any act or omission of such other retained person or entity that would constitute gross negligence

or willful misconduct). For the avoidance of doubt, the Company’s engagement of any other financial institution or advisor pursuant

to this Section 8 shall not affect Donerail’s entitlement to the fees set forth in Section 4, which shall remain payable in full

upon Transaction Closing regardless of whether any other advisor is engaged or provides services in connection with the Transaction.

9. Other Transaction; Disclaimer.

(a)

The Company acknowledges that Donerail has multiple affiliated investment funds that may make certain investments in or acquisitions

of, other businesses and companies, in each case from which conflicting interests, or duties, may arise, and that certain Donerail affiliates

may maintain certain officers, directors and employees who also perform the same or similar roles for Donerail. To aid in tactical negotiations

with the Target and in direct support of the Transaction, Donerail believes it may be helpful, at an appropriate time, to have Donerail

affiliated investment funds and/or Donerail personnel and/or separately managed accounts advised by Donerail and/or advisory clients of

Donerail trade the publicly-traded equity or other securities of the Target and hold a long or short position in such securities. To be

clear, however, purchasing Target public equity or other Target securities could create a conflict whereby Donerail’s principal

responsibility as a fiduciary of investor capital would be to maximize the value of its Target investment, thereby creating a direct conflict

to the role that it would play as advisor to the Company. Donerail has navigated conflicts such as these in the past with success. Donerail

recognizes its responsibility for compliance with federal and state securities laws and regulations, as well as the rules and regulations

of any applicable securities exchanges, in connection with such activities. Notwithstanding anything to the contrary herein, in light

of the foregoing recognition, Donerail hereby agrees to indemnify and hold harmless the Company against any and all losses, damages, liabilities,

expenses (including reasonable attorneys’ fees), and penalties arising from any breach of such federal or state securities laws,

rules, or regulations, or any rules or regulations of applicable securities exchanges, in connection with such activities; provided, that

(x) the Company shall provide Donerail with prompt written notice of any claim for indemnification under this Section 9(a), (y) Donerail’s

aggregate liability under this Section 9(a) shall not exceed the amount of fees actually received by Donerail under this Agreement, and

(z) the Company’s right to bring indemnification claims under this Section 9(a) shall expire on the second anniversary of the termination

of this Agreement.

(b)

The Company acknowledges and agrees that (i) Donerail will act as an independent contractor hereunder, its responsibility is solely

owed to the Company and contractual in nature, and Donerail does not owe the Company, or any other person or entity (including, without

limitation, any securityholders, affiliates, creditors or employees of the Company), any fiduciary or similar duty as a result of its

engagement hereunder or otherwise and this Agreement shall not be construed to create any employee-employer, partnership, association,

joint venture or agency relationship between Donerail and the Company or between any Representative of Donerail and the Company, (ii)

Donerail and its affiliates will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions

of or advice given by other parties who are providing services to the Company, (iii) Donerail may provide tools or online document repository

spaces to facilitate the Transaction, that such products or services are provided by third party vendors and that the Company uses those

products or services at its own risk, (iv) Donerail is not an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction,

(v) the Company has consulted, and will consult, as appropriate, with its own advisors concerning such matters and shall be responsible

for making its own independent investigation and appraisal of this Agreement and the transactions contemplated hereby, and that Donerail

and its affiliates shall have no responsibility or liability with respect thereto, and (vi) the Company is capable of evaluating the merits

and risks of such transactions and the fees payable in connection therewith and that it understands and accepts the terms, conditions,

and risks of such transactions and fees. As an independent contractor of the Company, Donerail shall not have any authority to bind, make

any representation or commitment or act on behalf of the Company except as expressly provided in this Agreement. Nothing contained herein

shall be construed to authorize, grant, or appoint Donerail to act or hold itself out as an employee or legal representative of the Company

for any purpose whatsoever. Donerail may not, or permit any of its Representatives to, enter into any agreement, understanding, or other

commitment that is binding on the Company, or hold itself out as having such authority.

10.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of

New York, applicable to contracts made and to be performed therein, without regard to conflict of laws provisions.

11.

Exclusive Jurisdiction. Except as set forth below, the Parties agree that any dispute, claim or controversy directly or

indirectly relating to or arising out of this Agreement, the termination or validity of this Agreement, any alleged breach of this Agreement,

the engagement contemplated by this Agreement or the determination of the scope of applicability of this Agreement to this Section

11 (any of the foregoing, a “Claim”) shall be commenced in the Commercial Division of the Supreme Court of the

State of New York located in the City and County of New York (or any appellate court thereof), which courts shall have exclusive jurisdiction

over the adjudication of such matters and shall decide the merits of each Claim on the basis of the internal laws of the State of New

York without regard to principles of conflicts of law. The Company and Donerail agree and consent to personal jurisdiction, service of

process and venue of such court, waive all right to trial by jury for any Claim and agree not to assert the defense of forum non-conveniens.

The Company and Donerail also agree that service of process may be effected through next-day delivery using a nationally recognized overnight

courier or personally delivered to the addresses set forth or referred to in Section 14. The Company and Donerail further agree

that a final, non-appealable judgment in respect of any Claim brought in any such court shall be binding and may be enforced in any other

court having jurisdiction over the Party against whom the judgment is sought to be enforced. Neither Donerail or any of the Indemnified

Persons (as defined in Schedule A), nor the Company or its affiliates, shall be responsible or have any liability for any indirect,

special, consequential or punitive damages arising out of or in connection with this Agreement or the transactions contemplated hereby,

even if advised of the possibility thereof; provided that the foregoing shall not place any limitation on the Company’s indemnification

obligations under Section 5 and Schedule A in connection with third-party claims. The Company also hereby consents to personal

jurisdiction, service and venue in any court in which any Action (as defined in Schedule A) is brought by any third party against

Donerail or any Indemnified Person.

12. Payments.

(a)

All cash payments to be made to Donerail hereunder shall be non-refundable and made in cash by wire transfer of immediately available

U.S. funds. If the fees to be paid to Donerail are denominated in a currency other than U.S. dollars, such fees shall be converted into

U.S. dollars at the closing mid-market exchange rate in New York on the business day prior to that on which payment of the fees is to

be made. Except as expressly set forth herein, no fee payable to Donerail hereunder shall be credited against any other fee due to Donerail.

(b)

All amounts payable to Donerail or any other Indemnified Person under the terms of the Agreement shall be paid to Donerail or any

other Indemnified Person in U.S. dollars, free and clear of all deductions or withholdings. If the deduction or withholding is required

by law, the Company will pay such additional amount as will be required to ensure that the net amount received by Donerail or any other

Indemnified Person is equal to the amount it would have received had no such deduction or withholding or charge been made.

(c)

All fees and expenses payable under the provisions of the Agreement are subject to any applicable value added, sales, turnover,

consumption or similar tax, which will be payable by or charged to the Company.

13.

Announcements, etc. The Company agrees that Donerail may, upon Company’s prior written approval for such use, following

the announcement or disclosure of the Transaction, describe the Transaction in any form of media or in Donerail’s marketing materials,

stating Donerail’s role and other material terms of the Transaction and using the Company’s name in connection therewith;

provided that Donerail shall not use in any such description any material terms of theTransaction, which have not been publicly disclosed

by or on behalf of the Company or its affiliates or the Transaction counterparty or its affiliates.

14.

Notices. Any notice, request, instruction or other document to be given hereunder by a party hereto shall be in writing

and shall be deemed to have been given, (a) when received if given in person or by courier or a courier service, (b) on the date of transmission

if sent by facsimile or email (with affirmative confirmation of receipt, and provided, that the party providing notice shall within two

(2) business days provide notice by another method under this Section 14) or (c) three (3) business days after being deposited

in the U.S. mail, certified or registered mail, postage prepaid (or at such other address for a party as shall be specified by like notice):

If to the Company, to:

Newbury Street II Acquisition Corp

121 High Street, Floor 3

Boston, Massachusetts 02110

Attn: Thomas Bushey

Email: [***]

Telephone No.: [***]

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Matthew A. Gray, Esq.,

Barry

I. Grossman, Esq.

Email: [***];

[***]

Telephone No.: [***]

If to Donerail, to:

Donerail Group & Co LLC

240 26th Street, 2nd Floor

Santa Monica, CA 90402

Attention: General Counsel

Email: [***]

Telephone No.: [***]

with a copy (which will not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Attn: Douglas A. Rappaport

Email: [***]

Telephone No.: [***]

15.

Miscellaneous. Except as otherwise provided herein or by applicable law, this Agreement may not be amended or changed in

any respect, except by a written agreement executed by both parties hereto. This Agreement may not be assigned by either Party without

the prior written consent of the other Party, to be given in the sole discretion of the Party from whom such consent is being requested.

Any attempted assignment of this Agreement made without such consent shall be void and of no effect, at the option of the non-assigning

Party. This Agreement is binding upon each Party’s successors and permitted assigns. This Agreement is solely for the benefit of

the Company, Donerail and, to the extent expressly set forth herein, the Indemnified Persons and no other party shall be a third party

beneficiary to, or otherwise acquire or have any rights under or by virtue of, this Agreement. If any provision hereof shall be held by

a court of competent jurisdiction to be invalid, void or unenforceable in any respect, or against public policy, such determination shall

not affect such provision in any other respect nor any other provision hereof. Headings used herein are for convenience of reference only

and shall not affect the interpretation or construction of this Agreement. In this Agreement, unless the context otherwise requires: (i)

whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms,

and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative

meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and

shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto”

and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as

a whole and not to any particular portion of this Agreement. As used in this Agreement, the term: (v) “business day” means

any day that is not a Saturday, Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New

York; (w) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity

or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; (x) “affiliate”

shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through

one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”

(and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management

and policies of such person, whether through the ownership of voting securities, by contract or otherwise). All references to “$”

or “dollars” herein shall be references to U.S. dollars. Each of the Company and Donerail are referred to herein as a “Party”

and together, the “Parties.” “Third party” as used herein shall mean any party other than the Parties. Any reference

herein to a statute shall mean the statute in force as at the date of this Agreement (together with all regulations promulgated thereunder),

as the same may be amended, re-enacted, consolidated or replaced from time to time, and any successor statute thereto, unless otherwise

expressly provided. “Representative” shall mean, with respect to any person, any of such person’s affiliates

and its and its affiliates’ respective directors, officers, employees, consultants, accountants, attorneys, advisors, agents and

other representatives, and in the case of the Company, its potential financing sources for the Transaction; provided that neither party

will be deemed a Representative of the other party for purposes of such definition. No failure or delay by either Party in exercising

any right, power or remedy hereunder or pursuant hereto, or any failure to give notice of any breach of or to require compliance with

any term of this Agreement, shall operate as a waiver thereof. This Agreement may be executed in facsimile or other electronic counterparts,

each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. Counterparts

may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform

Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission

method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

This Agreement has been reviewed by each of the signatories hereto and its counsel. There shall be no construction of any provision against

Donerail because this Agreement was initially drafted by Donerail and the Parties waive any statute or rule of law to such effect.

16.

Supersedes Prior Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject

matter (including any understanding of the parties with respect to the Transaction and any other business combination involving the Company)

and supersedes any prior oral or written communication or understanding or written agreement with respect thereto (including any other

written agreement between Donerail, on the one hand, and the Company or the Target, on the other hand).

17.

Mutual Releases. Other than with respect to the obligations set forth in this Agreement, (a) Donerail, together with its

affiliates, past or present officers, directors, employees, shareholders, affiliates, agents, heirs, assigns, executors, attorneys, administrators,

and successors (collectively, the “Donerail Releasors”) hereby fully and forever release and discharge the Company and its

affiliates, and each of their respective past and present officers, directors, employees, shareholders, affiliates, parents, subsidiaries,

agents, heirs, executors, attorneys, administrators, successors, assigns, and any other parties acting or purporting to act on behalf

of the Company (the foregoing are collectively, the “Company Released Parties”) from all actions, causes of action, suits,

debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises,

variances, trespasses, damages, judgments, extents, executions, claims (including those in connection with, related to or arising from

the Company’s formation, operation, business combination, and/or services rendered or purported to be rendered to or on behalf of

the Company by Sponsor and/or Donerail), and demands whatsoever, in law, admiralty or equity, whether known or unknown, foreseen or unforeseen,

direct or indirect, liquidated, unliquidated or not fully in being, which the Donerail Releasors ever had, have or may have against the

Company Released Parties from the beginning of the world through and including the date of execution of this Agreement by all parties

hereto; and (b) the Company, together with its affiliates, past or present officers, directors, employees, shareholders, affiliates, agents,

heirs, assigns, executors, attorneys, administrators, and successors (collectively, the “Company Releasors”) hereby fully

and forever release and discharge Donerail and its affiliates, and each of their respective past and present officers, directors, employees,

shareholders, affiliates, parents, subsidiaries, agents, heirs, executors, attorneys, administrators, successors, assigns, and any other

parties acting or purporting to act on behalf of the Donerail (the foregoing are collectively, the “Donerail Released Parties”)

from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,

controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims (including those in connection

with, related to or arising from the Company’s formation, operation, business combination, and/or services rendered or purported

to be rendered to or on behalf of the Company by Sponsor and/or Donerail), and demands whatsoever, in law, admiralty or equity, whether

known or unknown, foreseen or unforeseen, direct or indirect, liquidated, unliquidated or not fully in being, which the Company Releasors

ever had, have or may have against the Donerail Released Parties from the beginning of the world through and including the date of execution

of this Agreement by all parties hereto.

IN WITNESS WHEREOF, the parties have executed this

Services Agreement effective as of the Effective Date.

Sincerely,

DONERAIL GROUP & CO LLC

/s/ William Wyatt

Name:

William Wyatt

Title:

Managing Partner

Accepted and Agreed:

NEWBURY STREET II ACQUISITION CORPORATION

/s/ Thomas Bushey

Name:

Thomas Bushey

Title:

CEO

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ntwo2ex99-1.htm · Sequence: 3

Exhibit 99.1

FORT

Robotics and Newbury Street II Acquisition Corp Announce Confidential Submission of Draft Registration Statement on Form S-4 in Connection

with Proposed Business Combination

Submission

marks a key milestone toward creating the first publicly traded company dedicated principally to the safe and scalable deployment of

physical AI

PHILADELPHIA,

PA and BOSTON, MA, September 30, 2026: FORT Robotics, Inc. (“FORT” or the “Company”), a safety platform developing

The Trust Layer for Physical AI, and Newbury Street II Acquisition Corp (Nasdaq: NTWO) (“Newbury Street II”), a special purpose

acquisition company, today announced the confidential submission of a draft registration statement on Form S-4 (the “Registration

Statement”) to the U.S. Securities and Exchange Commission (“SEC”).

The

submission is a key step towards completing the previously disclosed business combination under which FORT will become a publicly traded

company (the “Business Combination”). Upon the closing of the business combination, the combined company will be named FORT

Robotics Holdings, Inc. and is expected to list on the Nasdaq Stock Market under the new ticker symbol “FROB,” subject to

regulatory approvals, creating the first publicly traded company dedicated principally to the safe and scalable deployment of physical

AI. The transaction values FORT at an enterprise value of approximately $556.6 million (pre-money equity value of $500.0 million).

FORT’s

Trust Layer serves as foundational safety infrastructure for robotic systems and is currently deployed across more than 19,500 units

to a global base of over 600 customers, including Agility Robotics, DoorDash, Cobot, Zoox, Textron, and Google DeepMind. In 2025, FORT

grew revenue 62% year-over-year while maintaining a 66% gross margin, with no single customer representing more than 9% of 2025 revenue.

The Company is backed by leading investors including Tiger Global, Mark Cuban Companies, Prologis Ventures, and Five Eleven Partners,

and recently announced a strategic collaboration with NVIDIA as part of the Halos for Robotics ecosystem.

The

proposed Business Combination is expected to provide approximately $201 million in gross proceeds, consisting of cash held in Newbury

Street II’s trust account (assuming no redemptions by the public shareholders of Newbury Street II) and committed investments,

including approximately $31 million of committed common equity through PIPE (Private Investment in Public Equity) and Non-Redemption

Agreement investments from new and existing institutional investors. The transaction is expected to deliver approximately $182 million

of net cash to the combined company’s balance sheet, assuming no redemptions. FORT intends to use the proceeds from the transaction

to accelerate product development, scale global go-to-market and channel partner efforts, and support targeted, high-synergy tuck-in

merger and acquisition opportunities.

The

Business Combination is expected to close in the fourth quarter of 2026 or the first quarter of 2027, subject to approval by Newbury

Street II shareholders, SEC review of the Registration Statement, receipt of any required regulatory approvals, approval by Nasdaq to

list the securities of the combined company, and other customary closing conditions.

About

FORT

is The Trust Layer for Physical AI, with the charter of making autonomous machines safe, secure, and reliable enough to deploy at scale

alongside humans. Partnering with FORT gives robot manufacturers and end users the ability to certify safety, maximize efficiency, and

accelerate time to market speed.

Since

its founding in 2018, FORT has become a leading provider of safety solutions across the robotics industry and used across warehousing,

transportation, manufacturing, construction, agriculture, mining, energy, defense, and other industries. FORT has secured 25 patents

and deployed more than 19,500 units to a global base of over 600 customers including Fortune 500 category leaders. More information at

www.fortrobotics.com

About

Newbury Street II Acquisition Corp

Newbury

Street II is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,

reorganization or similar business combination with one or more businesses. Newbury Street II is led by Chief Executive Officer Thomas

Bushey, former President of Ondas (Nasdaq: ONDS), a leading provider of private wireless networks and autonomous robotics platforms for

industrial infrastructure.

Additional

Information and Where to Find It

connection with the Business Combination, Newbury Street II and the Company have confidentially submitted a draft Registration Statement

on Form S-4 to the SEC and intend to publicly file the Registration Statement with the SEC, which will include a proxy statement to Newbury

Street II shareholders and a prospectus for the registration of Newbury Street II’s securities to be issued in connection with

the Business Combination. This press release does not contain all the information that should be considered concerning the Business Combination

and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Newbury

Street II’s shareholders and other interested persons are advised to read the Registration Statement and other documents filed

in connection with the Business Combination, as these materials will contain important information about the Company, Newbury Street

II, and the Business Combination. Shareholders may obtain a copy of the Registration Statement, once available, as well as other documents

filed by Newbury Street II with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written

request to Newbury Street II Acquisition Corp, 121 High Street, Floor 3, Boston, Massachusetts 02110.

BEFORE

MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF NEWBURY STREET II ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL

OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Participants

in the Solicitation

Newbury

Street II, the Company, and their respective directors, executive officers and other members of their management and employees, under

SEC rules, may be deemed to be participants in the solicitation of proxies of Newbury Street II’s shareholders in connection with

the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests

of certain of Newbury Street II’s executive officers and directors in the solicitation by reading Newbury Street II’s filings

with the SEC, including the final prospectus of Newbury Street II dated as of October 31, 2024 and filed by Newbury Street II with the

SEC on November 1, 2024 (the “IPO Prospectus”). To the extent that holdings of Newbury Street II’s securities have

changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership

on Form 4 filed with the SEC. Information concerning the interests of Newbury Street II’s and the Company’s participants

in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth

in the Registration Statement relating to the Business Combination when it becomes publicly available.

Offer or Solicitation

This

press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote

or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would

be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities

shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

NEITHER

THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON

THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION

IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking

Statements

This

press release includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements

may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”

“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”

“target,” “continue,” “could,” “may,” “might,” “possible,” “potential,”

“predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical

matters. The Company and Newbury Street II have based these forward-looking statements on current expectations and projections about

future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and

usage patterns; projections regarding the Company’s ability to commercialize new products, technologies and industry use cases;

projections of development and commercialization costs and timelines; expectations regarding the Company’s ability to execute its

business model and the expected financial benefits of such model; expectations regarding the Company’s ability to attract, retain

and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; its expectations concerning

relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; the

Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products,

services or technologies; development of favorable regulations affecting its markets; the successful consummation and potential benefits

of the proposed transaction and expectations related to its terms and timing; and the potential for the Company to increase in value.

These

forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,

a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult

or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and Newbury Street II.

These

forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the Company or Newbury

Street II’s actual results, levels of activity, performance or achievements to be materially different from any future results,

levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the

Company is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance;

the Company’s historical net losses and limited operating history; the Company’s expectations regarding future financial

performance, capital requirements and unit economics; the Company’s use and reporting of business and operational metrics; the

Company’s competitive landscape; the Company’s dependence on members of its senior management and its ability to attract

and retain qualified personnel; the potential need for additional future financing; the Company’s ability to manage growth and

expand its operations; potential future acquisitions or investments in companies, products, services or technologies; the Company’s

reliance on strategic partners and other third parties; the Company’s ability to maintain, protect and defend its intellectual

property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of

adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations;

uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability

to maintain internal control over financial reporting and operate as a public company; the possibility that required regulatory approvals

for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits

of the proposed transaction; the risk that shareholders of Newbury Street II could elect to have their shares redeemed, leaving the combined

company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give

rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that

may be commenced against the Company or Newbury Street II; failure to realize the anticipated benefits of the proposed transaction; the

ability of Newbury Street II or the combined company to issue equity or equity-linked securities in connection with the proposed transaction

or in the future; and other factors described in Newbury Street II’s filings with the SEC.

The

foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties

described in the “Risk Factors” section of (i) the IPO Prospectus, (ii) the annual report on Form 10-K filed by Newbury Street

II with the SEC on March 6, 2026, (iii) the Registration Statement referenced above when publicly available and (iv) other documents

filed by Newbury Street II and the Company from time to time with the SEC. These filings will identify and address other important risks

and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional

risks that neither Newbury Street II nor the Company presently knows, or that Newbury Street II and/or the Company currently believe

are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons,

among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in

this press release. Past performance by Newbury Street II’s or the Company’s management teams and their respective affiliates

is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance

of Newbury Street II’s or the Company’s management teams or businesses associated with them as indicative of future performance

of an investment or the returns that Newbury Street II or the Company will, or may, generate going forward. None of the parties nor any

of their representatives gives any assurance that any of Newbury Street II, the Company, or the combined company will achieve its expectations.

Investor

Contact: investors@fortrobotics.com

Media

Contact: Element Public Relations, media@fortrobotics.com

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