UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): November 21, 2025

Date of Report (Date of earliest event reported): September 24, 2025

Newbury Street Acquisition Corporation

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	001-40251	85-3985188
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 High Street, Floor 3 Boston, MA		02110
(Address of Principal Executive Offices)		(Zip Code)

121 High Street, Floor 3, Boston, MA

(~~617)~~Address ~~893-3057~~of principal executive offices)

~~(Registrant’s telephone number, including area code)~~ 02110

(Zip Code)

Registrant’s telephone number, including area code: (617) 893-3057

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 ~~(see General Instruction A.2. below)~~:

☐ 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))

☐ 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: None.

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 ☒

If 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 54.~~03.~~01 ~~Amendments~~Changes ~~to Articles of Incorporation or Bylaws; Change~~ in ~~Fiscal~~Registrant’s ~~Year~~Certifying Accountant.

~~The~~On November ~~disclosure~~21, ~~contained~~2025, inthe ~~Item~~Audit ~~5.07~~Committee of ~~this~~the ~~Current~~Board ~~Report~~of onDirectors ~~Form~~of Newbury Street Acquisition Corporation (the “Company”) ~~8-K~~received isa ~~incorporated~~letter ~~herein~~from byMarcum ~~reference~~LLP (“Marcum”) notifying the Company of Marcum’s resignation as the independent registered public accounting firm for the Company, effective as of the same date.

~~Item~~Marcum’s ~~5.07.~~audit ~~Submission~~reports on the financial statements as of ~~Matters~~December to31, a2023 ~~Vote~~and 2022 of ~~Security~~the ~~Holders~~Company did not provide an adverse opinion or disclaimer of opinion to the Company’s financial statements, nor did it modify its opinion as to uncertainty, audit scope or accounting principles, except that such report contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.

~~Special~~For ~~Meeting~~the Company’s two most recent fiscal years, and in the subsequent interim period through November 21, 2025, there were (i) no “disagreements” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Marcum on any matters of accounting principles or practices, financial statement disclosures or auditing scope or procedures which, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference thereto in its reports on the financial statements of the Company for such periods, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that material weaknesses in internal control over financial reporting were identified and described in the Company’s Annual Report on Form 10-K for the years ended December 31, 2023 and 2022 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission (the “SEC”).

OnThe ~~September~~Company ~~24,~~provided ~~2025,~~Marcum with ~~Newbury~~a ~~Street~~copy ~~Acquisition~~of ~~Corporation (~~the ~~“Company”)~~ ~~held~~disclosure ait ~~special~~is ~~meeting~~making ofherein ~~stockholders~~in ~~(the~~response ~~“Special~~to ~~Meeting”~~Item 304(a) toof ~~approve~~Regulation ~~the~~S-K ~~Extension~~and ~~Proposal~~requested ~~and the~~that ~~Adjournment~~Marcum ~~Proposal,~~furnish ~~each~~the asCompany with ~~defined~~a ~~below~~copy ~~and~~of ~~more~~their ~~fully~~letter ~~described~~addressed into the ~~Company’s~~SEC ~~definitive~~pursuant ~~proxy~~to ~~statement~~Item 304(a)(3) of Regulation S-K, ~~filed~~stating whether Marcum agrees with the statements made by the ~~Securities~~Company ~~and~~in ~~Exchange~~this ~~Commission~~Current Report on ~~September~~Form 9,8-K ~~2025~~in ~~(the~~response ~~“Proxy~~to ~~Statement”~~Item 304(a). Anof ~~aggregate~~Regulation ofS-K 3and,~~595,910~~ ~~shares~~if ofnot, stating the ~~Company’s~~respects ~~common~~in ~~stock,~~which orit ~~approximately~~does 92not agree.~~46%~~ ofA ~~the~~copy ~~outstanding shares~~ of ~~common~~Marcum’s ~~stock~~letter ~~entitled~~ to ~~vote as of~~ the ~~record~~SEC ~~date of~~dated ~~September~~November 826, 2025, ~~were~~is ~~represented~~attached inas ~~person~~Exhibit or16.1 byto this ~~proxy~~Current atReport ~~the~~on ~~Special~~Form ~~Meeting~~8-K.

The following is a brief description of the final voting results for each of the proposals submitted to a vote at the Special Meeting:

Proposal 1 – The Extension Proposal

Stockholders approved the proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (an “initial business combination”), (2) cease all operations except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) included as part of the units sold in the Company’s initial public offering (the “Public Shares”) from September 25, 2025 to March 25, 2026 (the “Extension Proposal”).

The final voting results for the Extension Proposal were as follows:

Votes For		Votes Against		Abstentions
3,595,910		0		0

Proposal 2 – The Adjournment Proposal

Stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”). An adjournment of the Special Meeting was not necessary.

The final voting results for the Adjournment Proposal were as follows:

Votes For		Votes Against		Abstentions
3,595,910		0		0

There were no broker non-votes in connection with the Extension Proposal and Adjournment Proposal.

Charter Amendment

On September 24, 2025, the Company filed an amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”) to extend the date by which the Company has to consummate a business combination from September 25, 2025 to March 25, 2026.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Redemptions and Contribution

In connection with approval of the Extension Proposal, the holders of 5,590 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.54 per share, for an aggregate redemption amount of approximately $64,503.91. As a result, approximately $64,503.91 will be removed from the Company’s trust account to pay such holders. Following redemptions, the Company will have 65,675 Public Shares.

The foregoing description is qualified in its entirety by reference to the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on September 9, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Newbury Street Acquisition Corporation, dated September 24, 2025.
16.1		Letter from Marcum LLP, dated November 26, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: September 25, 2025

	Newbury Street Acquisition Corporation

	By:	/s/ Thomas Bushey
		Name:	Thomas Bushey
		Title:	Chief Executive Officer

Date: November 26, 2025

~~Newbury Street Acquisition Corporation By: /s/ Thomas Bushey Thomas Bushey Chief Executive Officer~~2

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