FORT Robotics Inc. has entered into a definitive business combination agreement to merge with Newbury Street II Acquisition Corp in a SPAC deal valued at a pro forma enterprise value of $556.6 million.
The deal, announced on August 18, 2026, is designed to take FORT Robotics public on Nasdaq without a traditional IPO and advance the safety of Physical AI through its Trust Layer platform.
The acquisition is strategically important because safety remains the stubborn barrier to scalable autonomous machines operating alongside humans. FORT provides industrial-grade Wireless E-Stops, Safe Remote Controls, Vehicle Safety Controllers and FORT Manager software platform as foundational trust system.
By combining Newbury Street II blank-check capital and Nasdaq listing with FORT 600+ customers and 19,500 units in field, the companies aim to become FORT Robotics Holdings Inc. trading as FROB and accelerate expansion of physical AI safety infrastructure.
The transaction is expected to close in Q4 2026 (this quarter), with confidential draft S-4 submitted Sep 30 2026, expected early 2027 listing, subject to regulatory approvals.
Key Details of the Acquisition
| Detail | Information |
| Acquirer | Newbury Street II Acquisition Corp (Nasdaq: NTWO, NTWOU, NTWOW) |
| Target | FORT Robotics Inc. (FORT) |
| Acquirer Country | United States (Boston, Massachusetts) |
| Target Country | United States (Philadelphia, Pennsylvania) |
| Acquirer Industry | SPAC, Blank Check Company |
| Target Industry | Robotics Safety Technology, Physical AI Safety Platform, Industrial Automation |
| Deal Type | SPAC Merger – Business Combination |
| Deal Value | $556.6 Million pro forma enterprise value, $500.0 Million pre-money equity value |
| Payment | SPAC shares + PIPE financing |
| Combined Company | FORT Robotics Holdings, Inc., expected ticker FROB on Nasdaq |
| Announcement Date | August 18, 2026 |
| S-4 Filing | Confidential draft S-4 submitted Sep 30, 2026 to SEC |
| Expected Closing | Q4 2026 / Early 2027 |
| Acquirer Founded | June 18, 2024 (formed), Delaware incorporated 2020/2021, 2 employees at IPO, IPO $150M priced Nov 2024 led by former COO of Turner Sports |
| Acquirer HQ | Boston, Massachusetts |
| Target Founded | 2018 by Samuel Reeves |
| Target HQ | Philadelphia, Pennsylvania |
| Target Customers | 600+ customers including Agility Robotics, Google DeepMind, Cobot, Zoox, RIVR, Carnegie Robotics, Textron, Forterra, Genie, Ocado, Oxa, DoorDash, Fortune 500 enterprises in agriculture, construction, warehousing, defense |
| Target Units | 19,500+ units in field (19,000+), 25-27 patents covering robotics safety and autonomous operations |
| Target Product | The Trust Layer for Physical AI – Wireless E-Stops, Safe Remote Controls, Vehicle Safety Controllers, FORT Manager software, Connectivity Aggregation, Mapless AI teleop (acquired Mapless AI) |
Newbury Street II Acquisition Corp Company Introduction
Newbury Street II Acquisition Corp is a U.S.-based special purpose acquisition company (SPAC) / blank check company headquartered in Boston, Massachusetts, formed June 18 2024, incorporated in Delaware in 2020/2021, listed Nasdaq: NTWO, NTWOU (units), NTWOW (warrants). Founded as second blank check company led by former COO of Turner Sports, 2 employees at IPO, IPO priced $150M Nov 1 2024 (cut shares 25% ahead of $150M IPO). Functions to facilitate strategic business combination involving merger, asset acquisition, stock purchase, share exchange, corporate reorganization. No commercial operations, intends to identify and acquire target company. Advisor Ellenoff Grossman & Schole LLP.
FORT Robotics Company Introduction
FORT Robotics Inc. is a U.S.-based robotics safety technology company headquartered in Philadelphia, Pennsylvania, founded 2018 by Samuel Reeves, positions as The Trust Layer for Physical AI, charter to ensure as robots become more autonomous safety is ensured. Core product portfolio: industrial-grade Wireless E-Stops, Safe Remote Controls, Vehicle Safety Controllers, FORT Manager software platform, Connectivity Aggregation to keep autonomous machines reliably connected anywhere, acquired Mapless AI to expand teleop capabilities with scalable safety deployment. To date secured 25-27 patents covering robotics safety and autonomous operations, deployed 19,000-19,500 units across more than 600 global customers serving Fortune 500 enterprises in agriculture, construction, warehousing, defense including Agility Robotics, Google DeepMind, Cobot, Zoox, RIVR, Carnegie Robotics, Textron, Forterra, Genie, Ocado, Oxa, DoorDash. Mark Cuban-backed, Tiger Global-backed since 2022, Prologis Ventures, Neman Ventures. Total funding $60.5M after Series B including $18.9M additional Series B. Building foundational trust system for physical AI.
Financials Snapshot
| Metric | Newbury Street II Acquisition | FORT Robotics | Combined Pro Forma |
| Founded | June 18 2024 (SPAC formed) | 2018 by Samuel Reeves | 2018 / 2024 |
| HQ | Boston, MA | Philadelphia, PA | Philadelphia + Boston |
| IPO / Funding | $150M IPO priced Nov 1 2024, led by former Turner Sports COO | $60.5M total funding after Series B, $20M additional commitments Tiger Global + Mark Cuban | FROB Nasdaq |
| Enterprise Value | SPAC blank check | $556.6M EV / $500M pre-money equity | $556.6M pro forma EV |
| Units / Customers | No commercial operations, 2 employees at IPO | 600+ customers, 19,500 units, 27 patents | 600+ customers, 19,500 units |
| Technology | Facilitate merger, asset acquisition, stock purchase | Trust Layer for Physical AI, Wireless E-Stops, Safe Remote Control, Vehicle Safety Controller, FORT Manager, Connectivity Aggregation | Safety platform for Physical AI |
| Revenue Model | SPAC capital + PIPE | Hardware + Software + Services for autonomous machines | Public safety infrastructure for robots |
| Investors | Ellenoff Grossman & Schole LLP-led | Tiger Global, Mark Cuban Companies, Prologis Ventures, Neman Ventures | Tiger Global $10M PIPE + $10M financing |
FORT Robotics is a pre-IPO robotics safety company with $60.5M total funding after Series B, including $18.9M additional Series B and $20M additional commitments led by Tiger Global and Mark Cuban Companies ahead of SPAC.
Tiger Global backed since 2022, committed $10M via PIPE plus $10M financing closing this week, Mark Cuban Companies and Prologis Ventures also participating. Additional $10M PIPE financing at $10 per share Oct 21 2026 with 1M Newbury shares and sponsor transfer up to 313,604 founder shares.
The company technology already used by 600+ customers with 19,500 units across defense, warehousing, agriculture, construction verticals, with 25-27 patents. Financials show fee-based safety platform enabling safety certification, efficiency maximization, time-to-market acceleration for Physical AI.
Deal Structure
| Deal Structure Item | Details |
| Type | SPAC Merger – Business Combination, De-SPAC |
| Acquirer | Newbury Street II Acquisition Corp (NTWO) – SPAC formed June 18 2024, Boston, $150M IPO |
| Target | FORT Robotics Inc. – founded 2018, Philadelphia, Trust Layer for Physical AI |
| Enterprise Value | $556.6M pro forma EV, $500M pre-money equity value |
| Consideration | SPAC shares + PIPE, combined company to trade as FROB |
| PIPE – $20M | Tiger Global $10M PIPE (tied to deal close) + $10M financing led by Tiger Global with Mark Cuban Companies, funding team expansion |
| PIPE – $10M Additional | Oct 21 2026 subscription agreement: 1M shares at $10 per share = $10M, sponsor transfer up to 313,604 founder shares, FORT issue up to 86,957 shares |
| Use of Proceeds | Expand team, operations, pursue new customer opportunities, accelerate physical AI safety infrastructure |
| Combined Name | FORT Robotics Holdings, Inc., Nasdaq: FROB |
| Filing | Confidential draft S-4 Sep 30 2026, starts SEC review clock, near-term catalyst for NTWO/redemptions |
| Advisors | Fenwick & West LLP for FORT, Ellenoff Grossman & Schole LLP for SPAC |
| Closing | Q4 2026 / Early 2027, subject to regulatory approvals |
The transaction is structured as a SPAC business combination where FORT Robotics Inc. merges with Newbury Street II Acquisition Corp, a Delaware blank check company incorporated 2020/2021, formed June 18 2024, Boston-based, whose operations are to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization.
Structure: Newbury Street II entered definitive agreement Aug 18 2026 to combine with FORT at $556.6M pro forma enterprise value ($500M pre-money). Confidential draft S-4 submitted to SEC Sep 30 2026, key step toward de-SPAC.
Additional PIPE financing: Oct 21 2026 subscription agreement for $10M private investment at $10 per share for 1M Newbury shares subject to closing, sponsor to transfer up to 313,604 founder shares, FORT to issue shares converting into up to 86,957 shares. Earlier $20M commitments: Tiger Global $10M PIPE closing at business combination + $10M financing led by Tiger Global with Mark Cuban Companies participation, funding to expand team, operations, pursue new customer opportunities. Upon closing, combined company named FORT Robotics Holdings Inc. to be listed on Nasdaq under ticker FROB, subject to regulatory approvals. Fenwick & West LLP advised FORT, Ellenoff Grossman & Schole LLP led SPAC.
Why Is Newbury Street Merging with FORT Robotics?
| Newbury Street Already Has | FORT Robotics Brings |
| Blank check capital $150M IPO, Nasdaq listing NTWO | Trust Layer for Physical AI, 27 patents, 19,500 units, 600+ customers |
| SPAC expertise to take private public | Safety platform enabling safety certification, efficiency maximization, time-to-market acceleration |
| Boston-based SPAC led by Turner Sports exec | Philadelphia-based robotics safety leader, Fortune 500 customer base in defense, warehousing, agriculture |
Outcome
For Newbury Street II, formed June 2024 with $150M IPO and no operations, the deal provides a high-growth target backed by Tiger Global and Mark Cuban with $20M additional commitments plus $10M PIPE at $10/share, reducing redemption risk and validating trust-layer thesis as robots scale from warehouse to defense.
For FORT, public currency as FROB enables expansion of team, connectivity aggregation, and Mapless AI teleop integration to become first publicly traded firm centered on safe scalable Physical AI deployment.
Risks include SPAC redemption, SEC S-4 review timing, and execution of scaling safety certification across diverse verticals, but if Q4 2026 / early 2027 close succeeds, FORT could monetize safety as mandatory infrastructure for autonomous machines, similar to E-Stop standards for industrial robots.
Sources: sec, fortrobotics news
