Newbury Street II Acquisition Corp Class A Ordinary Shares

FORT Robotics and Newbury Street II Acquisition Corp announced the confidential submission of a draft registration statement on Form S-4 with the U.S. Securities and Exchange Commission for their previously disclosed business combination. Upon closing, the combined company will be named FORT Robotics Holdings, Inc. and is expected to list on the Nasdaq Stock Market under the ticker symbol FROB, 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, comprising a pre-money equity value of $500.0 million. The deal is expected to provide approximately $201 million in gross proceeds, consisting of cash held in Newbury Street II's trust account assuming no redemptions and committed investments, including approximately $31 million of committed common equity through PIPE and Non-Redemption Agreement investments, delivering approximately $182 million of net cash to the combined company's balance sheet. FORT's Trust Layer safety platform is deployed across more than 19,500 units to over 600 customers, including Agility Robotics, DoorDash, Cobot, Zoox, Textron, and Google DeepMind, and the company grew revenue 62% year-over-year in 2025 at a 66% gross margin. The business combination is expected to close in the fourth quarter of 2026 or the first quarter of 2027, subject to Newbury Street II shareholder approval, SEC review, regulatory approvals, and Nasdaq listing approval.

Mark Cuban-backed FORT Robotics and Newbury Street II Acquisition have agreed to combine in a deal valuing the merged company at a pro forma enterprise value of $556.6 million. The combined company will be named FORT Robotics Holdings and is expected to list on Nasdaq under the ticker FROB. The companies said FORT has signed commitments for more than $31 million in PIPE and non-redemption investments from investors including Tiger Global, Prologis Ventures, and Mark Cuban. The deal creates the first publicly traded company dedicated principally to the safe and scalable deployment of physical AI, as a universal safety layer across the robotics industry.