FORT Robotics, Inc. and Newbury Street II Acquisition Corp (NASDAQ: NTWO) announced the confidential submission of a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission. This filing marks a key milestone in their proposed business combination, which values FORT at an enterprise value of $556.6 million.

Upon closing, the combined entity will be named FORT Robotics Holdings, Inc. and is expected to list on the Nasdaq Stock Market under the ticker symbol "FROB." The transaction aims to create the first publicly traded company dedicated principally to the safe and scalable deployment of physical AI.

Transaction Structure and Capital

The proposed business combination is expected to provide approximately $201 million in gross proceeds. This figure assumes no redemptions by public shareholders of Newbury Street II and includes cash held in the trust account alongside committed investments.

The capital structure for the combined company includes:

• Approximately $31 million in committed common equity through PIPE and Non-Redemption Agreement investments from new and existing institutional investors.
• Approximately $182 million in net cash expected to reach the combined company’s balance sheet, assuming no redemptions.

FORT intends to utilize these proceeds to accelerate product development, scale global go-to-market and channel partner efforts, and support targeted tuck-in merger and acquisition opportunities.

Operational Metrics and Market Position

FORT’s Trust Layer serves as foundational safety infrastructure for robotic systems. The company reported significant growth metrics for 2025, highlighting its commercial traction prior to going public.

The company’s client base includes Agility Robotics, DoorDash, Cobot, Zoox, Textron, and Google DeepMind. FORT has secured 25 patents since its founding in 2018 and recently announced a strategic collaboration with NVIDIA as part of the Halos for Robotics ecosystem.

What the Numbers Show

A comparison of the transaction valuation against operational metrics reveals a high multiple relative to current scale. With a pre-money equity value of $500.0 million and revenue growing 62% year-over-year, the market is pricing FORT based on its projected role as standard-setting infrastructure rather than current earnings power. Furthermore, the disclosure that no single customer represents more than 9% of 2025 revenue indicates a diversified demand base, mitigating concentration risk often seen in early-stage hardware or platform companies.

Timeline and Regulatory Steps

The Business Combination is expected to close in the fourth quarter of 2026 or the first quarter of 2027. Completion remains subject to several conditions, including approval by Newbury Street II shareholders, SEC review of the Registration Statement, receipt of required regulatory approvals, and Nasdaq’s approval to list the securities.

Newbury Street II is led by Chief Executive Officer Thomas Bushey, former President of Ondas (NASDAQ: ONDS). Investors are advised to read the Registration Statement and other relevant documents filed with the SEC once publicly available.