| Item 1. | |
| (a) | Name of issuer:
Newbury Street II Acquisition Corp |
| (b) | Address of issuer's principal executive offices:
121 High Street Floor 3 Boston MA 022110 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by:
(i) Ghisallo Capital Management LLC (the "Investment Manager"), a Delaware limited liability company, and the investment adviser to certain funds (the "Ghisallo Funds"), with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Newbury Street II Acquisition Corp, a Cayman Islands corporation (the "Company"), directly held by the Ghisallo Funds; and
(ii) Mr. Michael Germino ("Mr. Germino"), who indirectly controls the Investment Manager, with respect to the Class A Ordinary Shares directly held by the Ghisallo Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein. |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 240 Newbury Street, 2nd Floor, Boston, MA 02116. |
| (c) | Citizenship:
The Investment Manager is a Delaware limited liability company. Mr. Germino is a citizen of the United States. |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G6439S125 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 17,998,375 Class A Ordinary Shares outstanding as of December 13, 2024, as reported in the Company's Quarterly Report Form 10-Q for the period ending September 30, 2024, filed with the Securities and Exchange Commission on December 16, 2024. |
| (b) | Percent of class:
5.3 %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Ghisallo Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Ordinary Shares reported herein. Ghisallo Master Fund LP, a Ghisallo Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the Class A Ordinary Shares. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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