FORT Robotics SPAC deal with Newbury Street II (NTWO) draws new funding
Rhea-AI Filing Summary
Newbury Street II Acquisition Corp. agreed to merge with FORT Robotics, Inc. in a stock-for-stock business combination. FORT shareholders will receive Newbury Street II common stock valued at $500,000,000 in total, with each share valued at $10.00, plus additional shares for certain SAFE conversions.
Before closing, Newbury Street II will domesticate from the Cayman Islands to Delaware, then its merger subsidiary will combine with FORT, which will become a wholly owned subsidiary; the public company is expected to be renamed Fort Robotics Holdings, Inc. The deal is subject to shareholder approvals, SEC effectiveness of a Form S‑4, HSR clearance, Nasdaq/NYSE listing approval, and no continuing Material Adverse Effect.
The parties put in place related voting, lock-up, non‑competition, registration rights, sponsor support and PIPE subscription agreements, including a private placement of 3,125,000 shares at $10.00 per share for $31.25 million, and reduced deferred underwriting commissions from $6,037,500 to $2,000,000. Termination rights include an Outside Date of May 17, 2027.
Positive
- None.
Negative
- None.
Filing Explained
If completed, the transaction would add merger and PIPE shares while Fort Robotics holders are expected to own 67% after closing, assuming no redemptions.
As a Form 8-K reporting a material event, this filing records signed but not completed transaction agreements; if closing occurs, Newbury Street II would issue common stock to Fort Robotics holders and PIPE investors, changing the share base for existing holders.
The PIPE is a private placement: Newbury Street II agreed to issue 3,125,000 shares at
The sponsor also agreed to forfeit 348,917 founder shares, make 453,159 shares subject to price-based earnout vesting, and use up to 2,038,424 incentive founder shares for financing or non-redemption arrangements; additional shares may be forfeited or released depending on these conditions. Separately, up to 980,012 incentive founder shares may transfer to PIPE investors, while Fort Robotics will issue shares that convert into up to 412,648 Newbury Street II shares at closing.
The accompanying transaction presentation estimates
A post-closing resale registration statement for the PIPE shares is expected to be filed within 30 calendar days after closing; its filing and effectiveness, along with the other closing conditions, are the specific milestones that would move these commitments toward completion.
Sources and calculations
- Newbury Street II Acquisition Corp. Form 8-K (2026-08-18)
- Form 8-K purpose (current)
- Private placement / PIPE definition (current)
- Dilution definition (current)
- Newbury Street II latest quarterly fundamentals (2026-06-30)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $396,294 / ($101,099 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
Domestication regulatory
Permitted Company SAFEs financial
Transaction Financing financial
HSR Act regulatory
Registration Rights Agreement financial
FAQ
What transaction did NTWO announce with FORT Robotics?
How is the NTWO–FORT Robotics merger consideration structured?
What PIPE financing accompanies the NTWO and FORT Robotics deal?
What changes were made to NTWO’s underwriting economics in this transaction?
What are the key closing conditions and Outside Date for the NTWO transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01 Entry Into a Material Definitive Agreement.
Merger Agreement
This section describes certain material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Shareholders of Newbury Street II Acquisition Corp and other interested parties are urged to read the Merger Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement.
General Terms and Effects; Merger Consideration
On August 17, 2026, Newbury Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Newbury Street II” or “SPAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) Hugo Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Newbury Street II (“Merger Sub”), and (ii) Fort Robotics, Inc., a Delaware corporation (“Fort Robotics” or the “Company”).
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Transactions”), Newbury Street II will transfer by way of continuation out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation (the “Domestication”), (ii) at the Closing, Merger Sub will merge with and into Fort Robotics (the “Merger”), with Fort Robotics surviving such merger as a wholly-owned subsidiary of Newbury Street II (the “Surviving Corporation”), and (iii) as a result of the Merger, all of the issued and outstanding capital stock of Fort Robotics as of immediately prior to the effective time of the Merger will be cancelled and shall cease to exist, in exchange for the right of each Fort Robotics stockholder to receive its pro rata share of the Stockholder Merger Consideration (as defined below), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law.
The Merger Agreement provides that the total consideration received by Fort Robotics security holders from Newbury Street II at the Closing will be a number of shares of Newbury Street II common stock with an aggregate value equal to the sum of (i) Five Hundred Million Dollars ($500,000,000) (the “Merger Consideration” and such shares, the “Merger Consideration Shares”), with each share of Newbury Street II common stock valued at $10.00 (the total portion of the Merger Consideration amount payable to all Fort Robotics stockholders in accordance with the Merger Agreement is also referred to as the “Stockholder Merger Consideration”) plus (ii) the aggregate amount of the Permitted Company SAFE Conversion Amounts, with the holders of Fort Robotics’ Simple Agreements for Future Equity entered into during the Interim Period (the “Permitted Company SAFEs”) receiving, if any, in full settlement for the conversion and cancellation of each such Permitted Company SAFE, a number of shares of Newbury Street II common stock determined in accordance with the terms of such Permitted Company SAFEs.
Each outstanding Company Option, whether vested or unvested, will be assumed by Newbury Street II and automatically converted into an option for shares of Newbury Street II common stock. All Fort Robotics convertible securities (other than the Company Options and certain outstanding warrants) outstanding and not exercised or converted prior to the Closing will be terminated as of the Closing.
1
Representations and Warranties
The Merger Agreement contains customary representations and warranties made by each of Newbury Street II and Fort Robotics. Certain of the representations and warranties are qualified by materiality or Material Adverse Effect, as well as information provided in the disclosure schedules to the Merger Agreement. As used in the Merger Agreement, “Material Adverse Effect” means, with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect (i) upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or (ii) the ability of such person or any of its subsidiaries on a timely basis to consummate the Transactions, subject to customary exceptions with respect to clause (i) above.
No Survival
The representations and warranties of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.
Covenants of the Parties
Each party agreed in the Merger Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), including those relating to: (i) the provision of access to properties, books and personnel; (ii) the operation of their respective businesses in the ordinary course of business; (iii) the provision of financial statements by Fort Robotics to Newbury Street II; (iv) Newbury Street II’s public filings; (v) no insider trading; (vi) notifications of certain breaches, consent requirements or other matters; (vii) efforts to consummate the Closing; (viii) tax matters; (ix) further assurances; (x) public announcements; and (xi) confidentiality.
Each party also agreed during the Interim Period not to solicit or enter into a competing alternative transaction in accordance with customary terms and provisions set forth in the Merger Agreement.
The Merger Agreement also contains certain customary post-Closing covenants regarding (a) maintenance of books and records; (b) indemnification of directors and officers and the purchase of directors’ and officers’ tail liability insurance; and (c) use of trust account proceeds.
2
The parties made customary covenants regarding the registration statement on Form S-4 to be filed by Newbury Street II and Fort Robotics (as amended or supplemented from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), to register the shares of Newbury Street II common stock to be issued as Merger Consideration Shares and the securities of Newbury Street II deemed reissued in the Domestication. The Registration Statement also will contain Newbury Street II’s proxy statement to solicit proxies from Newbury Street II’s shareholders to approve, at an extraordinary general meeting of Newbury Street II’s shareholders to be called and held for such purpose among other things, (i) the Merger Agreement and the Transactions, including the Merger and the Domestication; (ii) to the extent required by Nasdaq, the issuance of any shares in connection with the Transaction Financing (as defined below), including the approval of the issuance of more than 20% of the issued and outstanding Newbury Street II common stock; (iii) the Domestication, including the adoption of new organizational documents of Newbury Street II following the Domestication; (iv) the change of name of Newbury Street II Acquisition Corp to “Fort Robotics Holdings, Inc.” and the adoption and approval of the amended and restated organizational documents of Newbury Street II; (v) the adoption and approval of a new equity incentive plan of the Surviving Corporation; (vi) the appointment of the members of the post-Closing board of directors of Newbury Street II; and (vii) such other matters as Fort Robotics and Newbury Street II may mutually determine to be necessary or appropriate in order to effect the Merger, the Domestication and the other transactions contemplated by the Merger Agreement and (viii) the approval and adoption of the Insider Letter Agreement (as defined below);.
In addition, Fort Robotics agreed that as promptly as practicable after the Registration Statement has become effective, the requisite vote of Fort Robotics stockholders, by resolutions duly adopted at a meeting of the Fort Robotics’ stockholders or by unanimous written consent, shall have authorized, approved and consented to, the execution, delivery and performance of the Merger Agreement and each of the Ancillary Documents to which Fort Robotics is or is required to be a party or bound, and the consummation of the Transactions, including the Mergers and the Domestication.
The parties agreed that the post-Closing board of directors will consist of at least five but not more than seven individuals, with such number to be mutually agreed by Newbury Street II and Fort Robotics. The post-Closing board will include (i) two persons designated by Newbury Street II prior to the Closing, at least one of whom will qualify as independent under Nasdaq (or, if applicable, NYSE) rules, (ii) three persons designated by Fort Robotics prior to the Closing, at least two of whom will be required to qualify as independent under Nasdaq (or, if applicable, NYSE) rules, and (iii) up to an additional two persons as mutually agreed by Newbury Street II and Fort Robotics. The post-Closing board will serve staggered terms divided into three classes.
During the Interim Period, Newbury Street II may enter into financing agreements with potential investors (whether structured as a private placement of common equity, convertible preferred equity, convertible debt or other securities convertible into or that have the right to acquire common equity, as trust account non-redemption or backstop arrangements or otherwise), in each case with the prior consent of Fort Robotics and on terms mutually agreeable to Fort Robotics and Newbury Street II, acting reasonably (an “Additional Transaction Financing”, together with the Initial PIPE Investment (as defined below), a “Transaction Financing”). During the Interim Period, Fort Robotics may enter into the Permitted Company SAFEs in a form in compliance with the Merger Agreement.
3
Conditions to Closing
The Merger Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the shareholders of Newbury Street II; (ii) approval of the stockholders of Fort Robotics; (iii) approvals of any required governmental authorities and completion of the HSR Act expiration periods; (iv) no law preventing the Transactions; (v) the Registration Statement having been declared effective by the SEC; (vi) conditional approval for listing on Nasdaq or NYSE of the Newbury Street II common stock to be issued in connection with the Transactions; and (vii) consummation of Domestication.
In addition, unless waived by Fort Robotics, the obligations of Fort Robotics to consummate the Transactions are subject to the satisfaction of additional Closing conditions, in addition to the delivery by Newbury Street II of customary certificates and other Closing deliverables: (i) (a) the fundamental representations and warranties of Newbury Street II being true and correct in all material respects on and as of the date of the Merger Agreement and as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (b) subject to certain exceptions, all the other representations and warranties of Newbury Street II being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects on and as of the date of the Merger Agreement and as of the date of the Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, Newbury Street II; (ii) Newbury Street II having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with by it on or prior to the date of the Closing and (iii) the absence of any Material Adverse Effect with respect to Newbury Street II since the date of the Merger Agreement which is continuing and uncured.
Unless waived by Newbury Street II, the obligations of Newbury Street II and Merger Sub to consummate the Transactions are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Fort Robotics of customary certificates and other Closing deliverables and ancillary documents: (i) (a) the fundamental representations and warranties of Fort Robotics being true and correct in all material respects on and as of the date of the Merger Agreement and as of the date of the Closing, except to the extent made as of a particular date (subject to certain materiality qualifiers); (b) subject to certain exceptions, all the other representations and warranties of Fort Robotics being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects on and as of the date of the Merger Agreement and as of the date of the Closing, except where the failure of such representations and warranties to be true and correct, individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, Fort Robotics and its subsidiaries; (ii) Fort Robotics having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with or by it on or prior to the date of the Closing; and (iii) the absence of any Material Adverse Effect with respect to Fort Robotics and its subsidiaries since the date of the Merger Agreement which is continuing and uncured.
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Termination
The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of Newbury Street II and Fort Robotics; (ii) by either Newbury Street II or Fort Robotics, if any of the conditions to Closing have not been satisfied or waived by May 17, 2027 (the “Outside Date”), subject to extension if Newbury Street II seeks and receives an extension of its deadline to consummate an initial business combination; (iii) by either Newbury Street II or Fort Robotics, if a governmental authority of competent jurisdiction has issued a final, non-appealable order or taken any other final, non-appealable action permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions, or if any law has been adopted that permanently makes consummation of such transactions illegal or otherwise prohibited; (iv) by either Newbury Street II or Fort Robotics in the event of the other party’s uncured breach, if such breach would result in the failure of the related Closing condition (and so long as the terminating party is not in breach under the Merger Agreement so as to prevent the conditions to Closing to be satisfied); (v) by Newbury Street II if there has been a Material Adverse Effect on Fort Robotics and its subsidiaries following the date of the Merger Agreement, which is uncured and continuing; (vi) by Fort Robotics if there has been a Material Adverse Effect on Newbury Street II following the date of the Merger Agreement, which is uncured and continuing; (vii) by either Newbury Street II or Fort Robotics, if Newbury Street II holds the extraordinary general meeting of its shareholders to approve the Merger Agreement and the Transactions, and the required shareholder approval is not obtained; and (viii) by either Newbury Street II or Fort Robotics, if Fort Robotics holds its special meeting, and the required Fort Robotics shareholder approval is not obtained.
If the Merger Agreement is terminated, all further obligations of the parties under the Merger Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, no recourse, termination and general provisions) will terminate, and no party to the Merger Agreement will have any further liability to any other party thereto, except for liability for fraud or for willful breach of any covenant, obligation or agreement in the Merger Agreement prior to termination.
Trust Account Waiver
Fort Robotics agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Newbury Street II’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom), other than in connection with the Closing.
Governing Law
The Merger Agreement is governed by the laws of the State of Delaware and the parties are subject to exclusive jurisdiction of federal and state courts located in the State of Delaware (and any appellate courts thereof).
Related Agreements
Voting Agreement
Contemporaneously with the execution and delivery of the Merger Agreement, Newbury Street II and Fort Robotics entered into Voting and Support Agreements (collectively, the “Voting Agreements”) with certain stockholders of Fort Robotics holding sufficient voting power to approve the Merger and the Transactions, pursuant to which, among other things, such stockholders agreed (i) to vote their shares of Fort Robotics stock in favor of the adoption of the Merger Agreement, the Ancillary Documents and the approval of the Transactions, subject to certain customary conditions, (ii) to provide a proxy to Newbury Street II to vote such shares of Fort Robotics stock pursuant to the foregoing, (iii) to take certain other actions in support of the Merger Agreement and related transactions (and any actions required in furtherance thereof) and refrain from taking actions that would adversely affect such stockholders’ ability to perform their obligations under the Voting Agreements and (iv) not to transfer their shares of Fort Robotics stock during the period from and including the date of the Voting Agreement and the date on which the Voting Agreement is terminated.
5
Lock-Up Agreements
Contemporaneously with the execution and delivery of the Merger Agreement, the directors and officers of Fort Robotics and owners of more than five (5%) of the issued and outstanding shares of Fort (the “Significant Company Holders”) entered into lock-up agreements (each, a “Lock-Up Agreement”) with Newbury Street II. Pursuant to the Lock-Up Agreements, the Merger Consideration Shares received by such holders will be subject to transfer restrictions during the period commencing on the Closing Date and ending on the earliest of (A) the one-year anniversary of the Closing Date, (B) the date upon which the volume-weighted average trading price of Newbury Street II common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any consecutive thirty (30) trading-day period commencing at least 150 days after the Closing Date and (C) the date after the Closing upon which Newbury Street II consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Newbury Street II’s stockholders having the right to exchange their equity holdings in Newbury Street II for cash, securities or other property.
Non-Competition and Non-Solicitation Agreements
Contemporaneously with the execution and delivery of the Merger Agreement, each member of the management team of Fort Robotics entered into a non-competition and non-solicitation agreement (each, a “Non-Competition and Non-Solicitation Agreement”) in favor of Fort Robotics and Newbury Street II and their respective present and future successors and direct and indirect subsidiaries (collectively, the “Covered Parties”). Pursuant to the Non-Competition and Non-Solicitation Agreements, each member of Fort Robotics management will agree for a period of two years after the Closing (i) not to compete with the Covered Parties in the United States or in any other market in which the Covered Parties operate, (ii) not to hire, engage or solicit the employees of the Covered Parties, (iii) not to solicit, reduce the amount of business, interfere with or disrupt any customers of the Covered Parties. Each member of the management team will also agree not to disparage the Covered Parties and to agree to customary confidentiality requirements.
Registration Rights Agreements
Prior to or at the Closing, Newbury Street II and certain Fort Robotics stockholders (the “Reg Rights Holders”) who are expected to be affiliates of Fort Robotics immediately after the Closing will enter into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, Newbury Street II will (i) use reasonable best efforts to file with the SEC (at Newbury Street II’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders within 30 business days after the Closing (the “Resale Registration Statement”) and (ii) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof, but in no event later than the earlier of the 90th calendar day following the filing date if the SEC notifies Newbury Street II that it will review the Resale Registration Statement or the 5th business day after the SEC notifies Newbury Street II that it will not review the Resale Registration Statement. The Reg Rights Holders will also be entitled to certain demand registration rights and piggyback registration rights.
Insider Letter Amendment
Contemporaneously with the execution and delivery of the Merger Agreement, Newbury Street II, the Sponsor, Fort Robotics, and the directors and officers of Newbury Street II entered into an amendment (the “Insider Letter Amendment”) to that certain Letter Agreement, dated October 31, 2024 (the “Insider Letter”), by and among Newbury Street II, the Sponsor, Fort Robotics and the directors and officers of Newbury Street II. The Insider Letter Amendment provides that upon the Closing, (i) up to 2,038,424 Incentive Founder Shares that are actually used to incentivize investors in a Transaction Financing or to secure Trust Account non-redemption arrangements at or prior to the Closing will be released from transfer restrictions, subject to and contingent upon the Closing and (ii) an additional 118,196 Founder Shares shall be released from transfer restrictions, subject to and contingent upon the Closing.
6
Sponsor Letter Agreement
Contemporaneously with the execution and delivery of the Merger Agreement, Newbury Street II entered into a letter agreement (the “Sponsor Letter Agreement”) with the Sponsor and Fort Robotics, pursuant to which, among other things, (i) the Sponsor agreed to forfeit, subject to and conditioned upon the Closing, 348,917 Founder Shares (the “Forfeited Founder Shares”), (ii) the Sponsor agreed that 453,159 Founder Shares(together with the Earnout Incentive Founder Shares (as defined below), the “Earnout Founder Shares”) are subject to forfeiture and shall vest only if certain of the Share Price Targets are achieved during the four-year period after Closing (the “Earnout Period”); (iii) the Sponsor must use up to an additional 2,038,424 Founder Shares (the “Incentive Founder Shares”) to incentivize investors in a Transaction Financing or secure Trust Account non-redemption arrangements; and (iv) to the extent that the Sponsor has not transferred or forfeited all of the Incentive Founder Shares at or prior to the Closing pursuant to the foregoing clause (iii), then 302,110 of such Incentive Founder Shares (the “Earnout Incentive Founder Shares”) shall be subject to forfeiture and shall vest only if certain of the Share Price Targets are achieved during the Earnout Period and Sponsor shall forfeit the remaining Incentive Founder Shares at the Closing; provided, however, that such Incentive Founder Shares and Earnout Founder Shares described in the foregoing clauses will remain subject to the transfer restrictions in the Insider Letter.
The Earnout Founder Shares shall vest and no longer be subject to forfeiture as follows:
| ● | if the volume-weighted average price of the shares of Newbury Street II common stock equals or exceeds $12.50 per share for any twenty (20) trading days within any consecutive thirty (30) trading-day period during the Earnout Period, 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture; and |
| ● | if the volume-weighted average price of the shares of Newbury Street II common stock equals or exceeds $15.00 per share, the remaining 50% of the Earnout Founder Shares will vest and no longer be subject to forfeiture. |
Notwithstanding the foregoing, in the event that during the Earnout Period, Newbury Street II is subject to a Qualifying Change of Control, then, all of the Earnout Founder Shares that have not previously vested shall vest and shall no longer be subject to forfeiture.
Sponsor Support Agreement
Contemporaneously with the execution and delivery of the Merger Agreement, Newbury Street II, Fort Robotics and the Sponsor, have entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote (or cause to be voted) in favor of the Merger Agreement and the Transactions and against any Acquisition Proposal or Alternative Transaction or any other proposal, action or agreement that would or would reasonably be expected to deter the Transactions or Transactions; (ii) waive any adjustment to the conversion ratio set forth in the governing documents of Newbury Street II or any other anti-dilution or similar protection with respect to the Founder Shares; (iii) be bound by certain other covenants and agreements related to the Transactions; (iv) be bound by certain transfer restrictions with respect to its shares in Newbury Street II prior to the Closing; and (v) waive redemption rights, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
7
PIPE Subscription Agreements
Contemporaneously with the execution of the Merger Agreement, certain investors (the “Initial PIPE Investors”) each entered into a subscription agreement (collectively, the “PIPE Subscription Agreements”) with Newbury Street II, pursuant to which, Newbury Street II agreed to issue, and the Initial PIPE Investors agreed to purchase, 3,125,000 shares of Newbury Street II common stock (the “Initial PIPE Shares”), at a purchase price of $10.00 per share for an aggregate purchase price of $31.25 million, in a private placement (the “Initial PIPE Investment”). The PIPE Subscription Agreements contain the option (at the election of the Initial PIPE Investors) to satisfy all or a portion of its obligations under the PIPE Subscription Agreement by agreeing to not redeem Class A ordinary shares held or subsequently acquired by them in connection with the extraordinary general meeting of Newbury Street II to be held to approve the Transactions. The consummation of the Initial PIPE Investment is conditioned on the concurrent Closing and other customary closing conditions. Each Initial PIPE Investor agreed in the PIPE Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in Newbury Street II’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). As part of the Initial PIPE Investment, an affiliate of William Zachre Wyatt, a director of Newbury Street II, subscribed for an aggregate purchase price of $5,000,000, and an affiliate of Anthony James Vinciquerra, a director of Newbury Street II, subscribed for an aggregate purchase price of $1,000,000.
Pursuant to the PIPE Subscription Agreement, in connection with the Initial PIPE Investment, the Sponsor will transfer, for no additional consideration, up to 980,012 Incentive Founder Shares to the Initial PIPE Investors. In addition, immediately prior to the Closing, Fort Robotics will issue shares of its common stock that, for no additional consideration, to the Initial PIPE Investors that upon Closing will convert into up to an aggregate of 412,648 shares of Newbury Street II common stock.
Pursuant to the PIPE Subscription Agreements, Newbury Street II has agreed to file a registration statement registering the resale of the Initial PIPE Shares within thirty (30) calendar days after Closing and use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable after the filing.
Each PIPE Subscription Agreement shall terminate and be void and of no further force and effect upon the earliest to occur of (i) such date and time as the Merger Agreement is terminated in accordance with its terms; (ii) the mutual written agreement of the respective parties to terminate such PIPE Subscription Agreement; or (iii) written notice by either party to the other party to terminate if the transactions contemplated by the PIPE Subscription Agreement are not consummated on or prior to the Outside Date.
Amendment to Underwriting Agreement
As previously disclosed, Newbury Street II entered into an underwriting agreement, dated October 31, 2024 (the “Underwriting Agreement”), with BTIG, LLC (“BTIG”), as representative of the several underwriters, in connection with Newbury Street II’s initial public offering. On August 17, 2026, Newbury Street II and BTIG entered into an amendment to the Underwriting Agreement (the “Underwriting Agreement Amendment”), pursuant to which Newbury Street II and BTIG agreed to reduce the Deferred Underwriting Commissions from $6,037,500 to $2,000,000, solely in connection with the Transactions. In consideration of BTIG’s entry into the Underwriting Agreement Amendment, Newbury Street II agreed to appoint BTIG as the exclusive financial advisor and non-exclusive placement agent to Newbury Street II in connection with the Transactions. The Underwriting Agreement Amendment is void and of no effect if the Transactions or BTIG’s engagement as exclusive advisor are non-exclusive placement agent are terminated.
8
The Merger Agreement and other agreements described above have been included to provide investors with information regarding their respective terms. They are not intended to provide any other factual information about Newbury Street II or Fort Robotics, or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Merger Agreement were made as of a specified date, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the execution and delivery of the Merger Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Merger Agreement are not necessarily characterizations of the actual state of facts about Newbury Street II, Fort Robotics or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that Newbury Street II makes publicly available in reports, statements and other documents filed with the SEC. Newbury Street II investors and securityholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement.
The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Underwriting Agreement Amendment, Merger Agreement, Voting Agreements, Lock-Up Agreement, Non-Competition and Non-Solicitation Agreement, Registration Rights Agreement, Insider Letter Amendment, Sponsor Letter Agreement, Sponsor Support Agreement and PIPE Subscription Agreements, copies or forms of which are filed with this Current Report on Form 8-K as Exhibits 1.1, 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, and the terms of which are incorporated by reference herein.
Item 3.02 Unregistered Sale of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein, to the extent applicable. The securities of Newbury Street II that may be issued in connection with the PIPE Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation of Fort Robotics dated August, 2026 (the “Investor Presentation”), which may be used by Fort Robotics and by Newbury Street II in connection with the transactions contemplated by the Merger Agreement described above. The Investor Presentation is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing.
On August 18, 2026, Newbury Street II and Fort Robotics issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
9
Additional Information and Where to Find It
In connection with the Transactions, Newbury Street II and the Company intend to file the Registration Statement on Form S-4, with the SEC, which will include a proxy statement to Newbury Street II shareholders and a prospectus for the registration of Newbury Street II’s securities to be issued in connection with the Transactions. This Current Report does not contain all the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. Newbury Street II’s shareholders and other interested persons are advised to read, the Registration Statement and other documents filed in connection with the Transactions, as these materials will contain important information about the Company, Newbury Street II and the Transactions. Shareholders may obtain a copy of the Registration Statement, once available, as well as other documents filed by Newbury Street II with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Newbury Street II Acquisition Corp, 121 High Street, Floor 3, Boston, Massachusetts 02110.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF NEWBURY STREET II ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS.
Participants in the Solicitation
Newbury Street II, the Company, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Newbury Street II’s shareholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Newbury Street II’s executive officers and directors in the solicitation by reading Newbury Street II’s filings with the SEC, including the final prospectus of Newbury Street II dated as of October 31, 2024 and filed by Newbury Street II with the SEC on November 1, 2024 (the “IPO Prospectus”). To the extent that holdings of Newbury Street II’s securities have changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information concerning the interests of Newbury Street II’s and the Company’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the Registration Statement relating to the Transactions when it becomes available.
No Offer or Solicitation
This Current Report does not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
10
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This Current Report includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company and Newbury Street II have based these forward-looking statements on current expectations and projections about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the Company’s ability to commercialize new products, technologies and industry use cases; projections of development and commercialization costs and timelines; expectations regarding the Company’s ability to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; its expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations affecting its markets; the successful consummation and potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the Company to increase in value.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and Newbury Street II.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the Company or Newbury Street II’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the Company is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Company historical net losses and limited operating history; Company’s expectations regarding future financial performance, capital requirements and unit economics; Company’s use and reporting of business and operational metrics; Company’s competitive landscape; Company’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; the Company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; Company’s reliance on strategic partners and other third parties; Company’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Newbury Street II could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against the Company or Newbury Street II; failure to realize the anticipated benefits of the proposed transaction; the ability of Newbury Street II or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Newbury Street II’s filings with the SEC.
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The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the (i) the IPO Prospectus, (ii) the annual report on Form 10-K filed by Newbury Street II with the SEC on March 6, 2026, (iii) the Registration Statement referenced above when available and other documents filed by Newbury Street II and the Company from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Newbury Street II nor the Company presently knows, or that Newbury Street II and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this Current Report. Past performance by Newbury Street II’s or the Company’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Newbury Street II’s or the Company’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Newbury Street II or the Company will, or may, generate going forward. None of the parties nor any of their representatives gives any assurance that any of Newbury Street II, Company, or the combined company will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 1.1 | Amendment to Underwriting Agreement, dated as of August 17, 2026, by and between Newbury Street II Acquisition Corp and BTIG, LLC | |
| 2.1+† | Agreement and Plan of Merger, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Hugo Merger Sub Inc. and Fort Robotics, Inc. | |
| 10.1† | Form of Voting and Support Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Fort Robotics, Inc. and certain holders of Fort Robotics, Inc. capital stock. | |
| 10.2† | Form of Lock-Up Agreement, dated as of August 17, 2026, by and between Newbury Street II Acquisition Corp and certain holders of Fort Robotics, Inc. capital stock. | |
| 10.3† | Form of Non-Competition and Non-Solicitation Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Fort Robotics, Inc. and the management team of Fort Robotics, Inc. | |
| 10.4 | Form of Registration Rights Agreement. | |
| 10.5 | Insider Letter Amendment, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Newbury Street II Acquisition Sponsor LLC, Fort Robotics, Inc., and other parties thereto. | |
| 10.6† | Sponsor Letter Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Newbury Street II Acquisition Sponsor LLC and Fort Robotics, Inc. | |
| 10.7† | Sponsor Support Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp, Newbury Street II Acquisition Sponsor LLC and Fort Robotics, Inc. | |
| 10.8 | Form of PIPE Subscription Agreement, dated as of August 17, 2026, by and among Newbury Street II Acquisition Corp and certain investors party thereto. | |
| 99.1 | Investor Presentation, dated August 2026. | |
| 99.2 | Press Release, dated August 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. SPAC will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. |
| † | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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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.
| NEWBURY STREET II ACQUISITION CORP | ||
| By: | /s/ Thomas Bushey | |
| Name: | Thomas Bushey | |
| Title: | Chief Executive Officer | |
Dated: August 18, 2026
13
Exhibit 99.1
FORT Robotics SAFETY + SECURITY + RELIABILITY The Trust Layer for Physical AI August 2026 | INVESTOR PRESENTATION | CONFIDENTIAL
2 About This Presentation This confidential presentation ("presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to (1) a business combination (the "proposed transaction") between Fort Robotics, Inc. ("Fort Robotics") and Newbury Street II Acquisition Corp ("Newbury Street" and "NTWO") and (2) Newbury Street's proposed private offering of public securities (the "proposed financing") and for no other purpose. The information contained herein does not purport to be all-inclusive and none of Fort Robotics, Newbury Street nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of information in this presentation. To the fullest extent permitted by law, in no circumstances will Fort Robotics, Newbury Street or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with Fort Robotics, Newbury Street or their respective representatives, as investment, legal or tax advice. In addition, this presentation does not purport to be all- inclusive or to contain all of the information that may be required to make a full analysis of Fort Robotics, Newbury Street, the proposed transaction or the proposed financing. Recipients of this presentation should each make their own evaluation of Fort Robotics, Newbury Street, the proposed transaction and the proposed financing and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This presentation is for informational purposes only to assist prospective purchasers in the proposed financing in making their own evaluation with respect to the transaction. By accepting this presentation, the recipient acknowledges and agrees that all of the information contained herein or disclosed orally during this presentation is confidential, that the recipient will not distribute, reproduce, disclose or use such information for any purpose other than for the purpose of evaluating the recipient's participation in the proposed financing. Further, by accepting this presentation, the recipient agrees to maintain all such information in strict confidence, including in strict accordance with any other contractual obligations applicable to the recipient and all applicable laws, until such information becomes publicly available not as a result of any breach of such confidentiality obligation. Forward-Looking Statements This communication includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based on current expectations and projections about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding Fort Robotics' ability to commercialize new products and technologies and industry use cases; Fort Robotics' ability to maintain, protect, and enhance its intellectual property; Fort Robotics' deployment of proceeds from capital raising transactions; expectations regarding Fort Robotics' ability to execute its business model and the expected financial benefits of such model; Fort Robotics' expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; future ventures or investments in companies, products, services, or technologies; expectations regarding Fort Robotics' acquisition strategy; projections of development and commercialization costs and timelines; expectations regarding Fort Robotics' ability to attract, retain, and expand its customer base; the successful consummation and potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for Fort Robotics to increase in value. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Fort Robotics and Newbury Street. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include, those described in Newbury Street's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 6, 2026, and in subsequent reports and disclosure documents that Newbury Street may file with the SEC together with additional risks relating to Fort Robotics and the proposed transaction, including, without limitation, the following: that Fort Robotics is pursuing an emerging technology; faces significant technical challenges and may not achieve commercialization or market acceptance; Fort Robotics' historical net losses and limited operating history; Fort Robotics' expectations regarding future financial performance and capital requirements; Fort Robotics' ability to manage growth and expand its operations; Fort Robotics' use and reporting of business and operational metrics; Fort Robotics' competitive landscape; Fort Robotics' dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; potential future acquisitions or investments in companies, products, services or technologies; Fort Robotics' reliance on strategic partners and other third parties; Fort Robotics' ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption, and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and macroeconomic environment; the combined company's ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Newbury Street could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against Fort Robotics or Newbury Street; failure to realize the anticipated benefits of the proposed transaction; the ability of Newbury Street or the combined company to issue equity or equity- linked securities in connection with the proposed transaction or in the future; and other factors described in Newbury Street's filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Fort Robotics, Newbury Street or the combined company resulting from the proposed transaction with the SEC, including under the heading "Risk Factors." If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of Fort Robotics' and Newbury Street's management as of the date of this communication; subsequent events and developments may cause their assessments to change. While Fort Robotics and Newbury Street may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements. In addition, statements that "we believe" and similar statements reflect Newbury Street's and Fort Robotics' beliefs and opinions on the relevant subject. These statements are based upon information available to Newbury Street and Fort Robotics as of the date of this presentation, and while such information is believed to form a reasonable basis for such statements, such information may be limited or incomplete, and statements in the presentation should not be read to indicate that either Newbury Street or Fort Robotics has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. An investment in Newbury Street is not an investment in any of our founders' or sponsors' past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of Newbury Street, which may differ materially from the performance of our founders' or sponsors' past investments.
3 About This Presentation (Cont.) Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of Newbury Street for their consideration. Newbury Street intends to file a registration statement on Form S-4 (the "Registration Statement") with the SEC, which will include a proxy statement/consent solicitation statement to be distributed to Newbury Street's shareholders in connection with Newbury Street's solicitation for proxies for the vote by Newbury Street's shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Fort Robotics' shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents will be mailed to Newbury Street's shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, investors, Newbury Street and Fort Robotics' shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus/consent solicitation statement, as well as other documents filed with the SEC by Newbury Street in connection with the proposed transaction, as these documents will contain important information about Newbury Street, Fort Robotics and the proposed transaction. Investors, shareholders and other interested parties may obtain a copy of the definitive proxy statement/prospectus/consent solicitation statement, once available, as well as other documents filed by Newbury Street with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a written request to Newbury Street II Acquisition Corp, 121 High Street, Floor 3, Boston, Massachusetts 02110. Participants in the Solicitation Newbury Street, Fort Robotics and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Newbury Street's shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Newbury Street's shareholders in connection with the proposed transaction will be set forth in the proxy statement/prospectus/consent solicitation statement when it is filed by Newbury Street with the SEC. More information about Newbury Street's directors and executive officers can be found in Newbury Street's final prospectus related to its initial public offering filed with the SEC on November 1, 2024 and in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by Newbury Street with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus/consent solicitation statement when it becomes available. Investors, shareholders, and other interested persons should read the proxy statement/prospectus/consent solicitation statement carefully when it becomes available before making any voting or investment decisions. Free copies of these documents may be obtained from the sources described above. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Financial Measures Information and Data The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement/prospectus or registration statement to be filed by Newbury Street with the SEC, and such differences may be material. In particular, all Fort Robotics projected financial information included herein is preliminary and subject to risks and uncertainties. Any variation between Fort Robotics' actual results and the projected financial information included herein may be material. No Incorporation by Reference The information contained in third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of Fort Robotics, Newbury Street, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of Newbury Street, Fort Robotics. the proposed transaction or the proposed financing. Risk Factors For a description of certain risks relating to Newbury Street and Fort Robotics, including their business and operations, the proposed transaction, and the proposed financing recipients should refer to (i) the "Risk Factors" section of Newbury Street's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 6, 2026, and in subsequent reports filed by Newbury Street with the SEC, and (ii) the "Risk Factors" section included at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources. This presentation also contains estimates and other statistical data made by independent parties and by Newbury Street and Fort Robotics relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and investors, shareholders and other interested parties are cautioned not to give undue weight to such estimates and other statistical data. The statistical and other industry data generated by independent parties and contained in this presentation has not been independently verified and, accordingly, Newbury Street and Fort Robotics cannot guarantee the accuracy or completeness of such estimates or data. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which Fort Robotics operates are necessarily subject to a high degree of uncertainty and risk. Personnel Disclosure All personnel listed in this presentation may change from time to time, without notice. Please do not rely on any personnel listed in this presentation. Investors, shareholders and other interested are cautioned not to rely on listed personnel, nor do Newbury Street or Fort Robotics give any assurances regarding listed personnel.
4 Today's Presenters • Founder and CEO of Sunderland Capital Partners • Former President and director of Ondas holdings (ONDS) • Prior to founding Sunderland Capital, he was a portfolio manager at Blackrock • Prior to Blackrock, Mr. Bushey was a senior analyst for Mayo Capital Partners and Millennium Partners Samuel Reeves Founder and Chief Executive Officer Nathan Bivans Founding Chief Technology Officer • Previously Co-Founder and CEO of Humanistic Robotics • Worked with U.S. Government to build innovative mine clearance tools and robotic control systems • Deployed robotic systems across the globe working with the UN, local governments and commercial entities • Previously the CTO of Humanistic Robotics, Inc. • Developed and patented wireless safety protocol designed for dangerous applications in landmine clearance • Spent several years at Apple Computer where his team was central to mobile computer designs, including contributions to the development of the world's first 17″ laptop Tom Bushey Chief Executive Officer and Director
Samuel Reeves FOUNDER/CEO Founded Humanistic Robotics in 2012, a leading early robotics partner of the US Army, tasked with safety across thousands of miles of roads in UN Peacekeeping Ops in Africa & the Middle East and the predecessor to FORT Robotics Director Nominees Select Existing Investors 5 Nathan Bivans FOUNDING CTO Developed hardware for early Apple laptops, smart lighting controls at Lutron, and cable systems for Motorola that power the world's largest networks Sarah Keim CHIEF PEOPLE OFFICER Scott Zappetti FRACTIONAL, INTERIM CFO Tom Bushey Newbury II CEO and Director Sally Miller DHL Supply Chain Global CIO Vijay Kumar Dean of Penn Engineering; ASME & IEEE Fellow Jennifer Vescio Director at Newbury II; Board Member at Nexar and Former Senior Executive at Uber Austin Blais SALES Jon Ibrahim CUSTOMER EXPERIENCE Rinus Strydom CRO Amod Damle HEAD OF PRODUCT Experts in Industrial Safety and Robotics THE RIGHT TEAM: Karl Iagnemma CEO at Vecna Robotics; Former President and CEO at Motional
We believe safety infrastructure has not kept pace with this advancement, creating a bottleneck to scaling Physical AI 6 MACRO TECH MARKET The Productivity Crisis • Global productivity has stalled as worksites face a "perfect storm" of labor shortages and stagnant safety records • Human-only physical labor is less economically or operationally viable Infrastructure Maturation Low-cost sensors (driven by mobile/auto), high-performance onboard compute (NVIDIA), and the breakthrough of "Digital AI" have finally converged to make physical autonomy scalable and cost-effective The End of the Pilot Purgatory • Market has shifted from less scalable Proof-of-Concepts to repeatable commercial deployments • Validated by the rise in six-figure deals across the FORT customer base FORT is Positioned at the Inflection Point of Physical AI THE MARKET MOMENT:
7 • Physical AI will not be trusted unless safety is guaranteed • Safety provides the deterministic "floor" that probabilistic AI lacks • Scale requires a certifiable layer to ensure the machine won't harm people or assets • An independent system running in parallel to the AI stack • Continuously monitors machine behavior and operational environment in real time • Intervenes only when safety rules are violated – stopping or slowing to reduce risk and prevent catastrophe • Aligned with OEMs, AIs, End Users • Lacks context awareness, forcing machines to operate at reduced speeds • High system cost inflates the BOM, which limits adoption. Low performance and high cost of safety limit the machine's ROI • Safety lives only onboard the machine – cannot integrate with offboard systems, people, sensors, or distributed intelligence Without safety, trust collapses, and the Physical AI economy cannot scale Safety is the Foundation for Trust Why Legacy Safety Bottlenecks the Industry What the Safety Layer Actually Is (Parallel Guardrails) Functional Safety is Required in Everything that Moves THE ARCHITECTURE OF TRUST:
The Rise of Physical AI Is Creating New Safety & Security Risks: Warehouses, factories, construction sites, and other physical worksites already contain autonomous machines, robotics systems, sensors, infrastructure, and human workers operating together. Yet systems arrive with different safety assumptions, trust models, interfaces, and operating requirements – making safe deployment and risk management increasingly difficult as environments become more complex. Without a common trust and safety framework, every new machine introduces new operational, safety, and security risks. DIFFERENT OEMS Machines from different manufacturers arrive with proprietary interfaces, communications protocols, and varying levels of built-in trust and safety protections. DIFFERENT AI SYSTEMS Individual AI system operates with different decision logic, safety assumptions, and operating constraints without a shared trust framework. MISSING COMMON TRUST FRAMEWORK Creating blind spots, operational risk, and inconsistent protection across the worksite. RESULTS: Increased Safety & Security Risk Greater Liability Slower Adoption. SENSORS Cameras, LIDAR, radar, and environmental monitoring FIRE SAFETY Fire alarms, smoke detection, and suppression systems ACCESS CONTROL Badging, door locks, turnstiles, and secure zones TELEOPERATION Remote operators monitor and intervene when needed PEOPLE Workers protected by real-time safety enforcement THIRD-PARTY SYSTEMS WMS, MES, ERP, BMS and other enterprise systems Machine, systems, and people operate independently. Safety, security, and risk management policies are rarely unified across diverse machine types and workflows LACK OF COMMON TRUST FRAMEWORK 8
z 9 Just as Android created a common operating layer for mobile devices, FORT delivers a unified safety and trust layer across machines, people, and environments. THE ARCHITECTURE OF TRUST: How FORT manages safety, security, and operational risk at industrial scale ON-MACHINE TRUST Products: Embedded Safety Hardware Purpose: Enforces trusted machine-level safety. SITE TRUST Products: Worksite Safety Hardware Purpose: Extends certified safety and trust across people, infrastructure, and the worksite. GLOBAL TRUST Products: Platform Software & APIs Purpose: Delivers trusted operations, integrations, certification management, and platform services. DISTRIBUTED SAFETY & TRUST PLATFORM Deterministic safety enforcement. Trusted machine-to-site integration. Certified operations. Across machines, people, and infrastructure. UNIFIED SAFETY LAYER ✓People and robots work safely together ✓Provides enterprises with more confidence ✓Unifies visibility across the worksite ✓Remote operations and interventions across applications ✓Lower risk ✓Higher uptime ✓Greater productivity SENSORS Cameras, LIDAR, radar, and environmental monitoring FIRE SAFETY Fire alarms, smoke detection, and suppression systems ACCESS CONTROL Badging, door locks, turnstiles, and secure zones TELEOPERATION Remote operators monitor and intervene when needed PEOPLE Workers protected by real-time safety enforcement THIRD-PARTY SYSTEMS WMS, MES, ERP, BMS and other enterprise systems
How our business scales geometrically as safety, adoption, and ecosystem density compound. SCALABLE COMMERCIALIZATION MODEL: From Embedded Safety Infrastructure to a Trust Platform Machine Layer (Embedded) • Embedded Products • OEM Integration • Premium Software Ecosystem Layer (Platform) • Platform Services • Enterprise Safety Management • Ecosystem Revenue Share • API Integrations Worksite Layer (Management) • Mixed Fleet & Worksite Safety Management • Trusted Operations • Teleoperation • Dynamic Safety Policies MORE MACHINES CONNECTED MORE WORKSITES MANAGED MORE DATA MORE PARTNERS MORE PLATFORM ADOPTION 10 PHASE 2 PHASE 1 PHASE 3
11 Customers(1) Across Major Physical AI verticals Deployed Units(2) Across the U.S., Asia, Europe, and Middle East INDUSTRIAL AUTOMATION & INNOVATION TRANSPORTATION WAREHOUSING CONSTRUCTION & ENERGY AGRICULTURE & TURF DEFENSE & GOVERNMENT Source: Company provided materials. (1) As of December 31, 2025. (2) As of April 20, 2026. Sales FTEs(1) Significant inbound demand with planned platform expansion via S&M hiring 600+ 19,500+ <10 CUSTOMER BASE: Broad Adoption Across Industries, Customers, and Geographies
12 Vertical Markets 19.8% Industrial Automation 3.0% Humanoids 19.8% Defense 1.8% Entertainment 13.2% Agriculture & Turf 1.3% Energy 12.1% Construction & Mining 1.2% Other 9.4% Warehouse 1.0% Rail 7.6% Transportation & Delivery 0.8% Space 4.0% University 0.8% Foundation Models 3.3% Government 0.8% Ports % OF NUMBER OF CUSTOMERS(1) FORT's customer base positions it to capture market leaders across key end markets Source: Company provided materials. (1) As of December 31, 2025. Global Adoption Across Key Verticals DIVERSIFIED MARKET CAPTURE:
33.4% 21.8% LARGE BUSINESS VC-BACKED 35.2% 13 NORTH AMERICA 70.1% EUROPE 19.5% MIDDLE EAST: 3.0% ASIA PACIFIC 7.4% % OF NUMBER OF CUSTOMERS BY GEOGRAPHY(1) 5.6% 4.0% SMALL-MEDIUM BUSINESS GOVERNMENT UNIVERSITY % OF NUMBER OF CUSTOMERS BY BUSINESS TYPE(1) Source: Company provided materials. (1) As of December 31, 2025. Global Adoption Across Key Verticals DIVERSIFIED MARKET CAPTURE:
Safety Is Traditionally Outsourced to Specialists The pattern is prevalent across mature machinery verticals We believe Physical AI will look to follow this same pattern. The question isn't whether safety will be outsourced — it's who will be the dominant platform VERTICAL SAFETY FUNCTION SPECIALIST SUPPLIERS Automotive Aviation Oil & Gas Brakes Flight Control Emergency Shutdown 14 Robotics Distributed Control Bosch Brembo Continental Collins Aerospace Honeywell Thales ABB Emerson Electric Siemens THE ARCHITECTURE OF TRUST:
15 Specialization & Scale SELF-REINFORCING DATA FLYWHEEL • Horizontal deployment across industries • Safety telemetry from thousands of machines • Platform capability compounds with every deployment Defensible Technology & Certification PROPRIETARY SAFETY PLATFORM • Proprietary control architecture • Safety certifications (SIL-3) • Strong IP portfolio & patented wireless safety protocols Market Entrenchment INDUSTRY LEADERSHIP & ADOPTION • 10+ years of platform development • OEM design wins • Early adoption across multiple industries and machine types • Brand recognition across robotics ecosystem FORT is building a safety-certified platform for Physical AI, having already navigated complex regulatory and technical hurdles required for real-world deployment The Structural Moat Powering FORT
16 Source: Company provided materials. Core Platform Architecture SELECT GRANTED PATENTS Filing Number Internal Designation Description US9156476 FORT-M01-US System and method for remote control of unmanned vehicles US11947331 EU 20845955.2 FORT-M03-US2 Systems and methods for safety-enabled control US12204309 FORT-M03-US3 Continuation of M03-US2 5 KEY ADVANTAGES • Modular, safety-first architecture for robot control • Integrated remote control with built-in safety enforcement Granted Patents 2 Published /Pending Patents Functional Safety Software & Hardware SELECT GRANTED PATENTS Filing Number Internal Designation Description US11789806 FORT-M14-US2 Method for encoded diagnostics in a functional safety system US12081202 FORT-M18-US Feedback diverse, dual-controller-architecture functional safety system US11940869 FORT-M10-US2 Determining functional safety state using software-based ternary state translation of analog input 7 KEY ADVANTAGES • High-integrity fault detection with minimal system overhead • Robust, synchronized safety control across hardware and software Granted Patents 4 Published /Pending Patents SELECT GRANTED PATENTS Filing Number Internal Designation Description US11181870 FORT-M05-US1 Systems and methods for safety-enabled control US12282325 FORT-M05-US3 Continuation of FORT-M05-US2 US11934185 ORT-M05-US2 Systems and methods for safety-enabled control 3 KEY ADVANTAGES • Seamless and safe switching between control modes • Centralized management of dynamic robot operations Granted Patents 3 Published /Pending Patents Communications SELECT GRANTED PATENTS Filing Number Internal Designation Description US12587459 FORT-M22-US Method for dynamic multihoming for reliable data transmission (CIP M08 + M12) US12086019 FORT-M21-US Method for decreasing probability of undetected errors on large messages over a black channel US12132587 FORT-M07-US2 System and method for safety message latency 6 KEY ADVANTAGES • Low-latency, reliable communication across networks • Adaptive data routing and bandwidth efficiency Granted Patents 3 Published /Pending Patents SELECT GRANTED PATENTS Filing Number Internal Designation Description US12008099 FORT-M19-US Method for safety responses to security policy violations US11924811 FORT-M06-US Secure wireless communication of robotic safety state US12284275 FORT-M20-US Method for securely generating and distributing symmetric keys for grouping secure communications 4 KEY ADVANTAGES • Decentralized, secure communication for robotic systems • Scalable encryption and reliability for industrial networks Granted Patents 4 Published /Pending Patents Machine Select & Dynamic Robot Mgmt. Security Defensible Intellectual Property & Patents PUTTING US AHEAD IN THE FIELD:
17 A self-reinforcing platform that drives safety, adoption, and ecosystem growth More OEMs build with "FORT Inside" Data Strengthens Context- Aware Safety Ecosystem partners "Integrate with FORT" More End Users "Manage with FORT" How Network Effects Compound THE FLYWHEEL:
18 Source: Company provided materials. Note: In 2024 and 2025, Q1 bookings represented ~10% of total annual bookings. (1) Bookings can vary significantly quarter to quarter depending in part on the timing of the signing of large contracts. Information regarding FORT's bookings is not comparable to, nor should it be substituted for, an analysis of FORT's revenues over time. Bookings involve estimates and judgments. There are no third-party standards or requirements governing the calculation of bookings. The Network Effect Significant inbound demand with upside for additional platform expansion via strategic S&M hiring. As engineers migrate across the industry, they carry the FORT safety standard with them – accelerating adoption Scaling past the inflection point Capitalizing on our lead to cement FORT as the horizontal safety standard MANUFACTURING AGRICULTURE AUTONOMOUS VEHICLES CONSTRUCTION DEFENSE LAST MILE DELIVERY 800 600 200 400 CUMULATIVE CUSTOMERS 0 2.6x Total Growth 2021 2023 2025 30,000 10,000 20,000 DEPLOYED UNITS 0 3.9x Total Growth 2021 2023 2025 40 30 10 20 0 6-FIGURE CONTRACTS 3.8x Total Growth 2021 2023 2025 4 3 1 2 0 BOOKINGS(M)(1) +100% YoY Growth 1Q 2025 1Q 2026 Accelerating Market Velocity & Commercial Scale MARKET VALIDATION:
First-Year Cohort # Customers 2019 2020 2021 2022 2023 2024 2025 Total % of '25 2019 Cohort 74 $957,538 $2,179,882 $3,390,719 $1,376,048 $2,013,516 $1,249,435 $1,548,525 $12,715,663 11% 2020 Cohort 70 - 1,743,897 1,480,462 644,112 1,220,658 4,941,257 2,765,998 12,796,385 19% 2021 Cohort 83 - - 1,114,529 1,636,359 1,218,572 302,543 1,131,548 5,403,551 8% 2022 Cohort 61 - - - 952,573 187,591 179,198 477,527 1,796,889 3% 2023 Cohort 103 - - - - 1,359,669 2,952,668 2,350,781 6,663,117 16% 2024 Cohort 100 - - - - - 2,038,994 1,731,878 3,770,872 12% 2025 Cohort (New Logos) 116 - - - - - - 4,370,195 4,370,195 30% Total 607 $957,538 $3,923,779 $5,985,711 $4,609,091 $6,000,006 $11,664,095 $14,376,453 $47,516,674 100% Cohort Retention — Bookings $ by First-Year Cohort 19 Market Proof Framework – Cohort Analysis Source: Company provided materials as of 5/1/26 Note: Bookings represent executed customer purchase commitments during the applicable period and do not necessarily represent recognized revenue. Numbers may not foot due to rounding Cohort Durability (Old Cohorts Compound, Don't Churn Out) Pre-2025 cohorts still generate ~$10.0M (~70% of 2025 bookings). The 2020 cohort delivers ~$2.8M in 2025 (5 years after first booking). The 2019 cohort still produces ~$1.5M after 6 years New Logo Engine (Each year adds a bigger cohort) 2025 new logos = ~$4.4M (~30% of bookings) — the largest first-year contribution of any cohort, and ~2x the 2024 cohort's first-year contribution (~$2.0M) Concentration De-Risking (Customer count is increasing) The business has materially less single- customer risk than it had in 2020, while growing bookings ~100% YoY in Q1 2026
2024 2025 2026 YTD YOY Change %(1) January $169,082 $329,686 $713,115 116% February 286,429 280,839 750,148 167% March 612,584 1,112,502 2,034,839 83% 1Q $1,068,095 $1,723,026 $3,498,102 103% April $348,936 $852,966 $2,017,570 137% May 363,193 857,031 June 2,336,724 2,307,486 July 670,850 476,029 August 499,110 1,050,180 September 1,049,079 2,439,941 October 1,412,954 1,071,296 November 1,302,492 791,778 December 2,612,662 2,806,718 Total $11,664,095 $14,376,453 1Q % of Full Year Bookings 9% 12% Bookings per Month Source: Company provided materials as of 5/1/26 Note: Bookings represent executed customer purchase commitments during the applicable period and do not necessarily represent recognized revenue (1) YoY Change % compares 2026 monthly bookings to the corresponding 2025 monthly period Historical Bookings (Summary) 20
Revenue Framework 1 2 4 3 • Early customers are customers that spend less than $100,000 annually with FORT, mature customers spend more than $100,000 annually with FORT(1) • Growth may largely follow historical growth, but accelerate with conversion of early to mature customers, new enterprise accounts, and industry expansion • Growth in number of mature customers and increase in revenue per mature customer may be key drivers of future revenue growth Growth in total early customers may continue to grow by ~13%, and revenue per early customer may follow historical growth trends, expanding in the mid-single digits Growth in the number of mature customers may grow by ~50%, like historical figures, as industry rollout continues and clients move from early to mature categorization Revenue per mature customer may grow at an accelerated pace with new software offerings and greater numbers of machines deployed Mature customers share grew 11% in 2024–25 in total revenue mix, which may continue to follow historical trends with the larger number of mature customers and average revenue each contributes 1 2 3 4 Metric 2024A 2025A Early Customers 201 227 Growth in Early Customers % - 13% Rev. / Early Customer $14,592 $15,464 Rev. / Early Customer Growth % - 6% Total Early Customer Revenue $2,932,943 $3,510,253 Early Customer Rev. Growth % - 20% Mature Customers 14 21 Growth in Mature Customers % - 50% Rev. / Mature Customer $302,618 $384,530 Rev. / Mature Customer Growth % - 27% Total Mature Customer Revenue $4,236,646 $8,075,137 Total Revenue $7,169,589 $11,585,391 Growth in Total Rev. % - 62% % of Rev. Early Customers 41% 30% % of Rev. Mature Customers 59% 70% Assumptions Source: Company provided materials. Figures represent FORT's standalone financials, not the pro-forma combined entity Note: Illustrative trends shown herein are subject to customer adoption timing, deployment schedules, macroeconomic conditions, and other uncertainties. Management believes future growth may reflect certain historical trends, although historical performance may not be indicative of future results. 2024 growth rates not presented as the Company does not have 2023 audited financial statements (1) Total annual revenue spent with FORT rounded to the nearest $1,000 for category classifications 21
• Units Shipped Machines Shipped: Illustrative volume schedule of a scaled OEM customer Handsets Shipped: Begins at a 1:1 ratio to machines shipped, with ratio decreasing by 40% p.a. • Hardware Revenue Onboard: Price begins at $1,250 per machine shipped, decreasing by 25% p.a. Handsets: Price begins at $2,500 per handset shipped, decreasing by $100 p.a. • Software Revenue Embedded Software: Customers adopt over time (starting in Year 2), price begins at $400 per machine shipped, increasing by 10% p.a. Base Subscription: Price begins at $100 per net installed base unit, decreasing by 15% p.a. Premium Subscriptions: Price begins at $550 per net installed machine (adoption begins in Year 2), decreasing by 15% p.a. • Pro Services Revenue Ancillary Services: Begins as 12% of Total Revenue, decreasing by 2% p.a. Illustrative Case Study: Evolution of Scaled OEM Customer Source: Company provided illustrative materials Note: Scenario is hypothetical, illustrative only, and not based on an actual customer deployment, forecast, or contracted arrangement. Illustrative scenario shown is intended to represent a mature, large enterprise FORT customer Metric Year 1 Year 2 Year 3 Year 4 Year 5 Units Shipped Machines Shipped 200 1,000 4,000 8,000 16,000 Handsets Shipped 200 600 1,440 1,728 2,074 Machines & Handsets Retired p.a. 5% 5% 5% 5% 5% Cumulative Net Installed Base 380 1,881 6,955 15,849 32,226 Hardware Revenue Onboard $250,000 $937,500 $2,812,500 $4,218,750 $6,328,125 Handsets 500,000 1,440,000 3,312,000 3,801,600 4,354,560 Total Hardware Revenue $750,000 $2,377,500 $6,124,500 $8,020,350 $10,682,685 Software Revenue Embedded Software $ - $400,000 $1,760,000 $3,872,000 $8,518,400 Base Subscription 38,000 159,885 502,495 973,315 1,682,232 Premium Subscriptions - 1,034,550 3,251,439 6,297,918 10,885,031 Total Software Revenue $38,000 $1,594,435 $5,513,934 $11,143,232 $21,085,663 Pro Services Revenue $107,455 $441,326 $1,012,038 $1,223,207 $1,323,681 Total Annual Revenue $895,455 $4,413,261 $12,650,472 $20,386,790 $33,092,029 1 2 4 3 1 2 4 3 22
Cost Framework • Gross margins, on a relative basis, may largely remain consistent in the near-term within the range of 65–70% • Over the long-term, gross margins may expand due to economies of scale and software becoming a key portion of the overall revenue mix • There may be a near-term increase in: research & development due to new products, sales & marketing due to a larger salesforce, and general & administrative due to additional public company costs. These costs may scale in-line with revenue growth • Over the long-term, operating margins could improve if the company achieves anticipated scale efficiencies, ramp ups in revenue, and greater revenue per customer Metric 2024A 2025A Total Revenue $7,169,589 $11,585,391 Growth in Total Rev. % - 62% Cost of Goods Sold (2,115,980) (3,911,402) Gross Margin $5,053,609 $7,673,989 Gross Margin % 70% 66% Operating Expenses ($10,340,047) ($12,266,126) Research & Development 5,122,708 6,264,916 Sales & Marketing 2,084,394 2,440,717 General & Administrative 3,132,945 3,560,493 Operating Expenses as a % of Rev. 144% 106% Operating Gain / (Loss) ($5,286,438) ($4,592,137) Operating Margin % NM NM 1 2 1 2 Assumptions Source: Company provided materials. Figures represent FORT's standalone financials, not the pro-forma combined entity Note: Management believes future trends may reflect certain historical trends, although historical performance may not be indicative of future results. 2024 growth rates not presented as the Company does not have 2023 audited financials statements 23
24 R&D Acceleration Software platform buildout, AI/ML safety features, next-gen hardware Strategic M&A Tuck-in acquisitions to expand technology stack and customer base Go-to-Market Expand sales team, build channel partnerships, international growth Working Capital High inventory turns, outsourced manufacturing, low cash requirements Capital Deployment Philosophy • Prioritize investments that accelerate the platform flywheel and compound competitive moats • M&A targets identified with clear technology and customer synergies • Strong gross margin profile (+65% in 2024 and 2025) • Disciplined cost structure with demonstrated capital efficiency Source: Company provided materials. Multiple Growth Strategies FINANCIAL PROFILE:
Strategic Tech Onboard active safety sensing, remote teleoperation product with safe video and control streaming over 3rd party networks Customer Relevance Ability to integrate with FORT's existing customer base, with opportunities to upsell Team 3 PhDs in robotics with experience in safety enhances FORT's experience with more full system knowhow Roadmap Existing tech and team available to execute on existing partnerships ✓VC-backed startups with limited cash burn ✓Profitable SMB software companies needing a physical AI strategy ✓System integrators with in-house IP, relevant know-how, and strategic customers ✓European/Israeli startups with strong traction but limited access to growth capital & dynamic markets ✓Blended consideration of cash and stock ✓Earnout incentives to ensure alignment ✓Pre-determined integration and cash management framework ✓Balance strategic goals with optimizing ROIC for investors Goals of M&A Target Profile Execution Tactics Full-stack, safety-first teleoperation platform enabling scalable remote vehicle operations ✓Secure strategic tech to develop scale ✓Increase wallet share at existing OEM customers ✓Develop greater pathways for FORT into the machine ✓Extend to end-user customers and into new geographies FORT's Differentiated M&A Strategy 25
26 Strategic Value Proposition Investment Highlights provides the foundation of trust required to unlock the potential of horizontal Physical AI, levered to the growth of robotics Advancing Functional Safety: We believe safety is non-negotiable within Physical AI, but legacy safety systems and a dearth of new standards are bottlenecking growth of the industry Creating a Category within an Industrial Revolution: FORT is building an independent safety platform adopted across OEMs, End Users, and AI models Pioneering this Market with 600+ Customers: FORT is driving global adoption with a leading customer base across all key Physical AI verticals, a validation of FORT's strategic advantage Providing a Moat via SIL 3 Certification & Patented Distributed Control: Market position underpinned by intellectual property and third-party certification Accelerating Growth with a Scalable Platform: FORT's safety solutions and headstart provide the launch pad for growth Executing with a Tenured Management Team: Pioneers in robotics and safety with a history of scaled execution and global recognition Delivering a Capital Light Business Model: Capital efficient growth platform with +65% gross margins in 2024 and 2025
27 As Physical AI Reaches an Inflection Point, Safety is Required MARKET OPPORTUNITY: ENABLED-LAYER PRECEDENTS & IMPLIED UPSIDE Source: Pitchbook, Company filings and press releases, Broker research, and S&P Capital IQ. (1) Represents market cap a % of the Global E-Commerce Market (Forbes April 2026). (2) Represents market cap as a % of the Infrastructure and Vertical Application Software Market (Benchmark Equity Research). (3) Represents market cap as a % of the US Manufacturing Capex Spend. (4) Represents market cap as a % of 2025 Pharma R&D Spending (Jefferies Equity Research). Physical AI platforms cannot achieve enterprise or regulated deployment without certified functional safety. FORT's stack is built for heterogenous robot fleets and certified to IEC 61508 SIL 3. Safety is a toll road – not optional spend LEADERS ENABLING LAYER % of TOTAL ECOSYSTEM Payments Cloud Security Industrial Safety & Inspection Global E-commerce Infrastructure & Vertical Application Software Industrial Manufacturing Clinical Research Medical & Pharma KEY DRIVER Trust infrastructure, payment toll road AI adoption super cycle, maintaining uptime in complex data environments Tightened environmental and workplace compliance Increased complexity of drug development ~14%(1) ~11%(2) ~16%(3) ~13%(4) Based on other emerging industries, Horizontal Safety Infrastructure could command a sizable portion of the Physical AI market Physical AI cannot operate at scale without certified safety – FORT remains positioned to capture part of the ecosystem as it continues to scale Mastercard Visa Datadog Dynatrace SGS Tetra Tech Honeywell Bureau Veritas Charles River Laboratories IQVIA
28 $60T $20T $40T $0T $60T PHYSICAL EMBODIMENT OF AI(1) $50T PHYSICAL AI(2) $7T by 2050 HUMANOID ROBOTICS(3) The Ultimate Proxy for Labor: Represents the total physical embodiment of AI as it is expected to scale to touch nearly every facet of global GDP and the future of human activity Industrial Transformation at Scale: An expected transformation of markets like manufacturing, logistics, and healthcare powered by AI-driven automation and next-gen robotics platforms Mass Unit Deployment: Forecasts indicate a global fleet of 648 million units(3) leading an industrial-first revolution before expanding into the high-volume consumer household sector Convergence of AI & Hardware: Driven by "embodied AI" and advanced foundation models Sources: (1) Morgan Stanley: The Humanoid 100: Mapping the Humanoid Robot Value Chain (February 2025). (2) Nvidia: GTC 2025 (March 2025). (3) Citi: The Rise of AI Robots (December 2024). Physical AI Is a Large and Expanding Global Market MARKET OPPORTUNITY:
FORT Peer Analysis Source: Company provided materials, publicly available information, FactSet as of 8/14/26 Note: FORT peer universe represents select comparable companies operating as robotics and physical AI providers with CY2025A Revenue less than $100M. Comparable company metrics are provided for illustrative informational purposes only and are not intended to imply that the Combined Company will achieve similar valuation multiples or operating performance (1) Defined as CY25 net cash flows used in operating activities (2) Represents full-time employees as of respective latest fiscal year end $12 $51 $23 $18 $5 $3 ($ in M, unless otherwise noted) ($6) ($115) ($80) ($39) ($12) ($7) CY2025A REVENUE 62% 99% 46% 12% (32%) CY2025A ANNUAL CASH BURN(1) CY2024–CY2025A REVENUE GROWTH RATE 605% CY2025A REVENUE PER EMPLOYEE (IN THOUSANDS OF $) $297 $111 $99 $90 $76 $7 39 459 234 55 239 370 Number of Full-Time Employees(2) AEVA SERVE ROBOTICS ONDAS DOOSAN ROBOTICS RICHTECH ROBOTICS AEVA SERVE ROBOTICS ONDAS DOOSAN ROBOTICS RICHTECH ROBOTICS AEVA SERVE ROBOTICS ONDAS DOOSAN ROBOTICS RICHTECH ROBOTICS AEVA SERVE ROBOTICS ONDAS DOOSAN ROBOTICS RICHTECH ROBOTICS 29
FORT Peer Analysis (Cont'd) Source: Company provided materials, publicly available information, FactSet as of 8/14/26 Note: FORT peer universe represents select comparable companies operating as robotics and physical AI providers with CY2025A Revenue less than $100M. TEV (Total Enterprise Value) represented on a fully diluted basis. FORT TEV represented as pro forma TEV of $556.6M assuming $15.8M of PIPE investment and $15.5M of NRAs. NM implies negative multiple 48x 150x 100x 86x 83x 9x 73x 345x 27x 0x 0x 0x TEV / CY2025A REVENUE TEV / CY2025A GROSS PROFIT NM NM NM Peer Median: 186x Peer Median: 86x AEVA SERVE ROBOTICS ONDAS DOOSAN ROBOTICS RICHTECH ROBOTICS AEVA SERVE ROBOTICS ONDAS DOOSAN ROBOTICS RICHTECH ROBOTICS 30
Pro Forma Capitalization ($ in M) FORT Rollover Equity $500.0 Cash to Balance Sheet 181.8 Estimated Transaction Costs(7) 19.0 Total Uses $700.8 Pro Forma Ownership 21.3% 5.9% 5.4% 67.3% Newbury II Public Shareholders PIPE / NRA Shareholders Newbury II Sponsor Existing FORT Shareholders Transaction Overview Note: Figures shown in millions, except per share amounts; All charts and tables exclude 8.6M Newbury II public warrants and 0.3M private placement warrants; All warrants have a strike price of $11.50 per common share. (1) PIPE/NRA investors to receive 1.4M incentive shares at closing, consisting of 0.4M newly issued shares and 1.0M transferred founder shares. (2) Newbury II sponsor shares and FORT shareholders lock-up eligible for early release if the common shares trade at or above $12.00/share for 20 of 30 trading days beginning 150-days post-closing, excluding 0.1M founder shares to be released upon closing. Certain FORT shareholders will be subject to these restrictions pursuant to lock-up agreements entered into in connection with the transaction, while the remaining FORT shareholders will be subject to lock-up restrictions pursuant to the bylaws of the post-closing combined company. Existing FORT SAFE holders will not be subject to lock-up restrictions. (3) Rollover of existing Net Cash of $4.0M as of 3/31/2026 and cash proceeds of $181.8M to the balance sheet from the transaction. (4) Excludes proceeds subject to non-redemption agreements at time of announcement, trust balance as of 6/30/2026. May not be indicative of final redemption levels. (5) Includes 3.3M founder shares, 0.6M private units and 0.1M representative shares; Excludes 1.1M founder shares to be forfeited for no additional consideration by the Sponsor at close, 1.0M founder shares being transferred to PIPE/NRA investors and 0.8M founder shares subject to a contingent earnout. (6) Includes 3.0M PIPE/NRA shares, 0.4M newly issued shares and 1.0M transferred founder shares. (7) Consists of deferred underwriting fees, M&A advisory fees, PIPE fees, legal fees and other transaction fees and expenses. Sources ($ in M) Uses ($ in M) Key Highlights: Pre-Money Equity Value of $500.0M Transaction supported by approximately $31M(1) of incremental financing via a common stock PIPE and non-redemption agreements from new and existing investors and Newbury Sponsor at the transaction value No cash to FORT shareholders – will roll 100% of existing shares Existing FORT shareholders and holders of Newbury II sponsor shares will be subject to lock-up restrictions for a period of one year following the closing of the Business Combination(2) Transaction proceeds to be used to accelerate FORT Robotics' next phase of growth (5) Illustrative Share Price $10.00 Pro-Forma Shares Outstanding (M) 74.2 Pro-Forma Equity Value $742.4 Pro-Forma Net Debt / (Cash) ($185.8)(3) Pro-Forma Enterprise Value $556.6 FORT Rollover Equity $500.0 Newbury II Cash in Trust(4) 169.6 PIPE/NRA Proceeds 31.3 Total Sources $700.8 Pro Forma Ownership at Close Shares (M) % Ownership Existing FORT Shareholders 50.0 67.3% Newbury II Public Shareholders 15.8 21.3% Newbury II Sponsor(5) 4.0 5.4% PIPE/NRA Shareholders(6) 4.4 5.9% Pro Forma Shares Outstanding 74.2 100.0% 31
Appendix
33 HARDWARE EDGE SAFETY & CONTROL SOFTWARE MANAGEMENT PLANE EXTENSIBILITY ECOSYSTEM & INTEGRATIONS Maintains deterministic behavior even when autonomy is uncertain Defines and deploys safety posture: policies, zones, modes, and permissions EMBEDDED INTO THE ROBOT • Interfaces with robot I/O and safety circuits — where authority is executed • Enforcement via embedded controllers, soft PLC, handhelds, and wearables • Manages device lifecycle — provisioning, configuration, and updates • Produces the evidence: logs and telemetry needed for trust, ops, and compliance Hooks into fleet managers, autonomy stacks, tele-op tools, & incident management systems • Exposes APIs and events for workflows: safe-state changes, incidents, exceptions • Supports offline and online operation patterns depending on environment constraints CONFIGURE – GOVERN - AUDIT FITS INTO CUSTOMERS STACK WHAT WE DO: The FORT Platform FORT delivers independent safety & control by combining certified edge enforcement with fleet level configuration and telemetry, integrated into customer workflows and autonomy stacks
FORT Fabric expands FORT's distributed control platform to enable trust in the world of tightly-integrated, AI-driven robots • AI-native trust built from the ground up to support the rapid deployment of Physical AI systems while maintaining trust • Scalable Safety Infrastructure that connects within the robot, between robots, and to the worksite • Dynamic Behavior is enabled through predictable, testable, rule-based enforcement of policies • Context-Awareness creates a balance between the need to maintain safe operation and nuance that exists in the real world • Single Root of Trust for the worksites to manage the future with multi-OEM, heterogeneous robot deployments • High-fidelity safety telemetry and control lineage to continuously refine AI-driven risk models FORT FABRIC - Safety + Security Core Rules & Policy Enforcement Soft PLC Distributed Data Black Box Physical AI Models AI Guardrails OTA Configuration & Management Third-party Software Critical Data Streams Perception Algorithms FORT FABRIC FORT & Third-Party Apps Safety Manager Virtual Safety Node Virtual Black Box Risk Modeling Engine Safety Analytics FORT TRUST FABRIC FORT Hardware Safety Node Remote Safety Node Third-party Hardware Safety Node 34 FORT FABRIC as a Future Safety Layer for Physical AI DISTRIBUTED CONTROL:
Roadmap investments are a building block toward FORT FABRIC — a trust layer for Physical AI at scale 35 AI Co-Pilot AI-assisted rule authoring, review, and certification evidence Soft Safety PLC Software-defined safety logic executed at the edge Telemetry Enablement Data capture from safety nodes Outside-In Safety + Safety Analytics Environment-aware safety and fleet performance trends OTA Configuration Remote configuration updates across the fleet Building Now (2026 Roadmap) AI Guardrails + Risk Modeling Engine Runtime AI governance and continuous risk assessment Virtual Safety Node Distributed, virtualized safety enforcement across agents Virtual Black Box + Distributed Data Black Box Tamper-evident, fleet-wide safety lineage and forensics Context-Aware Risk Models Behavior enforcement based on real-world conditions OTA Configuration & Mgmt (FABRIC) Policy-governed, safety-rated remote management at scale Enables in FORT FABRIC How Today's Roadmap Becomes Tomorrow's Trust Layer FROM PLATFORM TO FABRIC:
36 DEFENSE WAREHOUSING OUTDOOR Local: Safe operation and intervention devices empower people to work alongside machines with confidence and peace of mind Site: Scalable hardware and software to manage mixed fleets and deliver site-wide safety commands across multiple machines Global: Cloud tools for safe operation and intervention anywhere, over any network Trusted Control in Action DIVERSIFIED MARKET CAPTURE:
37 DEFENSE Wearable Protection: Equip workers with wearable E-Stops for personal protection military ground systems Onsite safety command: Send safety commands (stop, crawl, etc.) to robots, vehicles, or boats from a central in-field location Offsite safety command: Send safety commands robots, vehicles, or boats from offsite via IP networks Remote control of ground systems: Operate large or dangerous machinery from a safe location Remote docking for autonomous boats: Use remote control to maneuver autonomous boats in and out of high-traffic docking areas Leader/Follower Formations: Send commands from a lead "chaperone" vehicle or boat to all following systems Offsite operation: Operate remotely from a land station or central command with wireless or tethered remote control Industry Use Cases
38 OUTDOOR Remote Loading/Delivery of Autonomous Systems: Use remote control to move autonomous machinery between fields or on/off of trucks Personal protection in-field: Wearable safety devices allow workers to stop dangerous machinery (manned or unmanned) in unsafe situations Onsite safety command: Send safety commands (stop, crawl, etc.) to a single machine or mixed group of machines from an onsite truck or field station Offsite safety command: Send safety commands to multiple machines from an offsite location via IP networks High-risk area protection: Send automatic safety commands to all machines in a designated area Remote control of mobile machinery: Operate tractors, weeders or other dangerous machinery from a safe distance Industry Use Cases
39 WAREHOUSING Industry Use Cases Wearable Protection: Equip workers with wearable E-Stops for personal protection around AMRs, forklifts, and other mobile machines Onsite safety command: Send safety commands (stop, crawl, etc.) to a single machine or mixed group of machines from an onsite location Offsite safety command: Send safety commands to multiple machines from off site via IP networks Emergency protocols: Send automatic safety commands to all machines in a designated area in response to a trigger such as a fire alarm High-risk area protection: Send automatic safety commands to all machines in a designated area when a person enters Remote control of mobile machinery: Operate large or dangerous machinery from a safe distance As-needed remote control of autonomous machines: Take temporary control autonomous systems for maintenance, teaching, or to navigate unexpected scenarios Category 1 (Delayed) E-Stopping: Issue delayed stop commands for machines that cannot be powered off instantly (i.e., a humanoid robot should sit down before powering down)
Omni-Channel Acquisition: Diversifying from a high-intent inbound model to a proactive engine that includes outbound sales motions and frictionless self-service onboarding Channel Ecosystem: Multiplying market reach through strategic partnerships with robotics integrators, industrial maintenance firms, and safety consultants Global Capture: Executing international expansion to achieve first-mover advantages in key European and Asia-Pacific industrial hubs 40 Scaling FORT's market presence through new channels, partner ecosystems, and global expansion to accelerate adoption across the industrial landscape Our Planned Platform Expansion & Ecosystem Entrenchment SCALABLE PLATFORM:
41 Source: Company provided materials. (1) As of December 31, 2025. (2) S&M Efficiency represents Sales and Marketing spend / Bookings for the period. (3) Bookings can vary significantly quarter to quarter depending in part on the timing of the signing of large contracts. Information regarding FORT's bookings is not comparable to, nor should it be substituted for, an analysis of FORT's revenues over time. Bookings involve estimates and judgments. There are no third-party standards or requirements governing the calculation of bookings. Revenue Model Evolution FINANCIAL PROFILE: ▲62% YoY S&M Efficiency: 17% of Bookings(1)(2) Bookings/Head: $369K (39 FTEs)(1) Net Loss Narrowing: –$4.6M (▲16% vs 2024) $11. 2025 Revenue 2025 2024 $0.0M $5.0M $10.0M $15.0M $14.4M $11.6M $11.7M $7.2M Bookings Revenue *In 2024 & 2025, Q1' bookings accounted for ~10% of total annual bookings $3.5M Q1'26 Bookings(3) (120 new customers In 2025) 00+ Cumulative Customers(1) ▲80% YoY 27 $100K+ Bookings Customers(1)
$'000s, Audited 2024 2025 Assets Current Assets Cash & Cash Equivalents $4,809 $5,695 Accounts Receivable, Net 1,193 2,771 Other current assets 1,643 1,995 Total Current Assets $7,645 $10,461 Property & Equipment, Net 323 236 Other Assets 1,573 1,458 Total Assets $9,541 $12,155 Liabilities Current Liabilities Current Portion of Long-Term Debt $1,400 $118 Other Current Liabilities 5,915 2,024 Long-Term Liabilities 2,499 2,165 Total Liabilities $9,814 $4,307 Total Shareholders' (Deficit) Equity ($273) $7,848 Total Liabilities and Shareholders' Equity $9,541 $12,155 Select Balance Sheet & Income Statement Information* Source: Company provided materials. *Note, Balance Sheet and Income Statement figures represent FORT's standalone financials, not the pro-forma combined entity. $'000s, Audited 2024 2025 Total Revenue $7,170 $11,585 Gross Profit $5,054 $7,674 Gross Margin 70.5% 66.2% Research & Development $5,123 $6,265 Sales & Marketing 2,084 2,441 General & Administrative 3,133 3,560 Operating Expenses $10,340 $12,266 Operating (Loss) Income ($5,286) ($4,592) Net (Loss) Income ($5,496) ($4,596) 42
43 A Decade-Long Headstart Founding team created the predecessor to FORT, Humanistic Robotics ("HRI"), one of the early robotics partners of the US military. HRI's landmine & Improvised Explosive Device (IED) clearance products were deployed globally and at scale FORT Robotics was founded with acquisition of Humanistic Robotics' safety system. FORT has since expanded HRI's safety system into the leading distributed control platform for mobile, autonomous machines in shared human spaces Each competing team in the globally-recognized DARPA Robotics Challenge was required to use Humanistic Robotics' Wireless Emergency Stop, creating significant brand and technology awareness and introducing an innovative expansion roadmap FORT Robotics offers safety solutions for over 600+ customers, accounting for 19,500+ deployed units. With distributed control technology, third-party safety certifications, and horizontal adoption, FORT has established a growing presence as a safety platform for robots and physical AI systems around the world 2012 DARPA 2018 TODAY 43
Legacy safety is isolated to the machine, but the inputs that determine Physical AI safety are distributed – across the machine, worksite, remote operations, and the cloud With distributed control in place, we believe FORT becomes the universal hub where high-value ecosystem services can be plugged in without rebuilding the stack –including AI intelligence, safety data, developer tools, cybersecurity, and usage-based insurance FORT's distributed control acts as a neural bridge, providing a unified way to command and control machines across disparate control networks and wireless protocols (PAN/LAN/WAN). This creates one certifiable, deterministic safety standard FORT's certified distributed control platform has been deployed across 600+ of the companies that matter, establishing the industry standard 44 SITE SENSORS ACCESS CONTROL ADDITIONAL EQUIPMENT LAN (local) <1KM RANGE WAN (wide) GLOBAL REACH OFFSITE CONTROL ROOM EDGE AUTONOMY ON-PREMISIS INTELLIGENCE CLOUD INTELLIGENCE WORKERS & WEARABLES PAN (personal) <10M RANGE FORT is a Foundation of Physical AI Safety DISTRIBUTED CONTROL:
45 Risk Factors Risks Related to FORT's Business and Industry • FORT has incurred significant operating losses since inception and it cannot assure you that it will ever achieve or sustain profitability. • FORT has a limited operating history, and its recent growth may not be indicative of its future growth, and FORT may not be able to sustain its revenue growth rate in the future. • Failure to manage FORT's planned growth could place a significant strain on its resources. • FORT may be unsuccessful in achieving its organic growth strategies, which could limit its revenue growth or financial performance. • The market for FORT's platform, products and services is relatively new and rapidly evolving, with uncertain growth expectations which may adversely affect FORT's future results and the trading price of its common stock. • Real or perceived design flaws, errors, defects, glitches, bugs or malfunctions in FORT's platform, products and services, failure of FORT's platform or products to perform as expected, connectivity issues or user errors can result in lower than expected return on investment for customers, personal injury or property damage and significant security or safety concerns, and FORT's warranty obligations may result in unanticipated costs, each of which could materially and adversely affect FORT's results of operations, financial condition or reputation. • Even if FORT's platform and products perform properly and its platform and products are used as intended, if personal injuries occur while operating FORT's platform, products or third-party systems or products that incorporate FORT's platform and products, FORT could be exposed to liability and FORT's results of operations, financial condition and reputation may be adversely affected. • FORT does not control certain aspects of the manufacturing process and if critical components or raw materials used to manufacture FORT's products become scarce or unavailable, then FORT may incur delays in manufacturing and delivery of FORT's products and in completing FORT's development programs, which could damage FORT's business. • Material delays or defaults in customer payments could leave FORT unable to cover expenditures, including the payment of FORT's suppliers and contractors. • Certain of FORT's officers, employees, contractors and other service providers may work in environments that involve inherent risks, and a failure to maintain a safe work environment could result in significant losses. • FORT's products are subject to a lengthy sales cycle and FORT's customers may cancel or change their product plans after FORT has expended substantial time and resources in the design of their products. • FORT's platform, products and services have only been developed in the last several years and FORT has had only limited opportunities to deploy and assess their performance in the field at full scale. • If FORT fails to respond to evolving technological changes and artificial intelligence, FORT's platform, products and services could become obsolete or less competitive. • FORT expects to continue to incur substantial R&D costs and devote significant resources to identifying and commercializing new products, which could significantly increase FORT's losses and may never result in revenue. • If FORT's platform and products do not interoperate with FORT's customers' other systems, the purchase or use of FORT's platform, products and services may be delayed or cancelled. • FORT operates in a competitive market, which may adversely affect its business, financial condition and results of operations. • The implementation of AI and machine learning technologies in FORT's products may result in reputational harm, liability, increased expenditures, or other adverse consequences to FORT's business operations. • Cyberattacks through security vulnerabilities could lead to disruption of business, reduced revenue, increased costs, liability claims, or harm to FORT's reputation or competitive position. • FORT faces uncertainty and adverse changes in the economy. • FORT currently does not have long-term supply contracts with guaranteed pricing, which exposes FORT to fluctuations in component, materials and equipment prices. Substantial increases in these prices would increase FORT's operating costs and could adversely affect FORT's business, prospects, financial condition and operating results. • If the estimates and assumptions FORT has used to calculate the size of FORT's addressable market opportunity are inaccurate, FORT's future growth rate may be limited. • FORT may engage in merger and acquisition activities and joint ventures, which could require significant management attention, disrupt FORT's business, dilute stockholder value, and adversely affect FORT's operating results. • If FORT fails to develop and maintain widespread positive awareness of FORT's brand, FORT's business may suffer. • FORT relies on FORT's management team and other key team members and will need additional personnel to grow FORT's business, and the loss of one or more key team members or FORT's inability to hire, integrate, train and retain qualified personnel, could harm FORT's business. • FORT will be affected by operational risks and may not be adequately insured for certain risks. • Key business metrics and other estimates are subject to inherent challenges in measurement and to change as FORT's business evolves, and FORT's business, operating results, and financial condition could be adversely affected by real or perceived inaccuracies in those metrics or any changes in metrics FORT discloses. • FORT is subject to legal and regulatory proceedings and commercial or contractual disputes from time to time, which could have an adverse effect on FORT's profitability and financial position. • FORT is subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of FORT's products. • FORT is subject to various environmental laws and regulations that could impose substantial costs. • FORT is subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. FORT can face criminal liability and other serious consequences for violations, which can harm FORT's business. • Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which FORT operates may adversely impact FORT's business. Such legal requirements are evolving, uncertain and may require improvements in, or changes to, FORT's policies and operations. • If FORT's products do not comply with certain third party industry, safety and regulatory standards, FORT's business could be adversely affected. Risks Related to FORT's Intellectual Property • FORT's ability to protect FORT's intellectual property and proprietary technology is uncertain. • FORT's business may suffer if it is alleged or found that FORT's products infringe the intellectual property rights of others. • If FORT is unable to protect the confidentiality of FORT's proprietary information, the value of FORT's technology and products could be adversely affected. • FORT uses open-source software in FORT's products and services that may subject FORT's products and services to general release or require FORT to re-engineer FORT's products and services, which may cause harm to FORT's business. • Intellectual property rights do not necessarily address all potential threats to FORT's competitive advantage. • If FORT is unable to obtain and maintain patent protection for its products and technology, or if the scope of the patent protection obtained is not sufficiently broad or robust, its competitors could develop and commercialize products and technology similar or identical to FORT's, and FORT's ability to successfully commercialize its products and technology may be adversely affected. Moreover, FORT's trade secrets could be compromised, which could cause it to lose the competitive advantage resulting from these trade secrets. • Our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our competitive position. • We may face patent infringement and other intellectual property claims that could be costly to defend, result in injunctions and significant damage awards or other costs (including indemnification of third parties or costly licensing arrangements (if licenses are available at all)) and limit our ability to use certain key technologies in the future or require development of non-infringing products, services, or technologies, which could result in a significant expenditure and otherwise harm our business.
46 Risk Factors (Cont.) Risks Related to FORT's Financial Results • FORT will need to generate significant sales to achieve profitable operations. • FORT's future profitability may be dependent upon achieving cost reductions and projected economies of scale from increasing manufacturing quantities of FORT's products. Failing to achieve such reductions in manufacturing costs and projected economies of scale could materially adversely affect FORT's business. • If business growth falls short of expectations, FORT may need to obtain additional capital to fund FORT's growth, operations, and obligations. • FORT's revenue is not predictable and recognition of a significant portion of it will be deferred into future periods. • If FORT's internal controls over financial reporting or FORT's disclosure controls and procedures are not effective, FORT may not be able to accurately report FORT's financial results, prevent fraud or file FORT's periodic reports in a timely manner, which may cause investors to lose confidence in FORT's reported financial information and may lead to a decline in FORT's stock price. • FORT's ability to use net operating loss carryforwards and certain other tax attributes may be limited. Additional Risks Related to Ownership of the Post-Closing Company's Common Stock Following the Business Combination and the Post-Closing Company Operating as a Public Company • An active market for the Post-Closing Company's securities may not develop, which may adversely affect the liquidity and price of its securities. • The market price of shares of the Post-Closing Company's common stock may be volatile, which could cause the value of your investment to decline and may be less than the redemption price paid by public shareholders in connection with the business combination. • If the Post-Closing Company's operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of the Post-Closing Company's common stock may decline. • FORT's financial results may vary significantly from period to period due to fluctuations in FORT's operating costs, product demand and other factors. • Short sellers may engage in manipulative activity intended to drive down the market price of the Post-Closing Company's common stock, which could also result in related regulatory and governmental scrutiny, among other effects. • If securities or industry analysts do not publish research or reports about the Post-Closing Company's business or publish negative reports about its business, the Post-Closing Company's share price and trading volume could decline. • The Post-Closing Company does not intend to pay cash dividends for the foreseeable future. • Following the business combination, the Post-Closing Company is expected to be an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent the Post-Closing Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make the Post-Closing Company's securities less attractive to investors and may make it more difficult to compare the Post-Closing Company's performance with other public companies. • If a significant number of NTWO Class A Ordinary Shares are tendered for redemption in connection with the business combination, the stock ownership of the Post-Closing Company will be highly concentrated, which will reduce the public "float" and may have a depressive effect on the market price of the common stock of the Post-Closing Company. • There is no guarantee that a decision not to tender their NTWO Class A Ordinary Shares for redemption by any NTWO public shareholders will put such shareholders in a better future economic position and such shareholders will experience immediate dilution as a result of the issuance of Post-Closing Company common stock as consideration in connection with the business combination, as well as from the PIPE Investment. • Following the Closing, Post-Closing Company warrants will become exercisable for Post-Closing Company common stock, which will increase the number of shares eligible for future resale in the public market and result in dilution to Post-Closing Company shareholders. • Subsequent to the consummation of the business combination, the Post-Closing Company may issue additional shares of common stock, which may increase the number of shares eligible for future resale in the public market and result in dilution to its stockholders. • Market values of growth-oriented companies like FORT, particularly companies that entered into business combination agreements with SPACs, have at times been affected by adverse economic and market forces which may induce downward pressure on the price and trading volume of the Post-Closing Company common stock. • FORT and NTWO will incur significant transaction costs, which could be higher than currently anticipated, and these transaction costs add risk to the Post-Closing Company's ability to be a going concern and/or act on the Post-Closing Company's business plan. • The officers and directors of NTWO or FORT may resign upon completion of the business combination, and the loss of key personnel could negatively impact the operations and profitability of the Post-Closing Company. • Subsequent to the completion of the business combination, the Post-Closing Company may be required to take write-downs, write-offs, restructuring, impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price. • The Post-Closing Company's structure following the business combination may be less tax-efficient to stockholders and warrant holders than anticipated, and the Post-Closing Company's tax obligations may be more complex, burdensome and/or uncertain. General Risk Factors • FORT's employees and independent contractors may engage in misconduct or other improper activities, which could have an adverse effect on FORT's business, prospects, financial condition and operating results. • Investments in FORT may be subject to regulations governing direct and indirect foreign acquisitions of and investments in U.S. businesses. If applicable, such regulations may impose conditions or limitations on a foreign investor's ownership of and rights with respect to FORT (including, but not limited to, limits on an investor's total ownership interest in and/or information and governance rights with respect to FORT).
47 Risk Factors (Cont.) Risks Related to FORT's Organizational Structure Following the Business Combination • FORT has incurred and will continue to incur significant expenses and administrative burdens as a public company, which may adversely affect FORT's business, prospects, financial condition, and results of operations. • Provisions contained in the Proposed Certificate of Incorporation, the Proposed Bylaws and governing law of the jurisdiction of the Post-Closing Company could prevent a takeover that stockholders consider favorable and could also reduce the market price of the Post-Closing Company's stock. • Claims for indemnification by the Post-Closing Company's directors and officers may reduce the Post-Closing Company's available funds to satisfy successful third-party claims against the Post-Closing Company and may reduce the amount of money available to the Post-Closing Company. • Future resales of common stock may cause the market price of the Post-Closing Company's securities to drop significantly, even if the Post-Closing Company's business is doing well. • Future issuances of debt securities and equity or equity-linked securities may adversely affect the market price of the Post-Closing Company's common stock and may be dilutive to existing stockholders. • Nasdaq may not list the Post-Closing Company's securities on its exchange, and the Combined Company may not be able to comply with the continued listing standards of Nasdaq, which could limit investors' ability to make transactions in the Combined Company's securities and subject the Combined Company to additional trading restrictions. • FORT's business and operations could be negatively affected if FORT becomes subject to litigation, including any securities litigation or stockholder activism, which could cause FORT to incur significant expense, hinder execution of business and growth strategy and impact FORT's stock price. • Securities of companies formed through mergers such as the business combination may experience a material decline in price relative to the share price of the NTWO Class A Ordinary Shares prior to the business combination. Risks Related to NTWO and the Business Combination • The consummation of the proposed business combination is subject to a number of conditions and, if those conditions are not satisfied or waived, the definitive agreements relating to the proposed business combination, including the Merger Agreement, may be terminated in accordance with such definitive agreement's terms and the proposed business combination may not be completed. • The ability of NTWO's shareholders to exercise redemption rights with respect to a large number of outstanding NTWO Class A Ordinary Shares may prevent NTWO from optimizing the business combination's capital structure. • Prior to or after the Closing, Nasdaq may delist NTWO Class A Ordinary Shares or Nasdaq may delist Post-Closing Company common stock, as applicable, from trading on its exchange, which could limit investors' ability to transact in NTWO's securities and subject NTWO to additional trading restrictions. • Upon the Closing, the rights of holders of Post-Closing Company common stock arising under the governing law of the jurisdiction of the Post-Closing Company will differ from and may be less favorable to the rights of holders of NTWO Ordinary Shares arising under the Companies Act. • There are risks to unaffiliated investors by taking FORT public through a merger rather than through an underwritten offering. • Subsequent to the completion of the business combination, the Post-Closing Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Post-Closing Company's financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. • A market for the Post-Closing Company's securities may not develop, which may adversely affect the liquidity and price of the Post-Closing Company's securities and may limit your ability to sell such securities. • If the business combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of the Post-Closing Company's securities may decline. • Regulatory delays could cause NTWO to be unable to consummate the business combination. • CFIUS or other regulatory agencies may modify, delay or prevent the business combination. • Following the consummation of the business combination, the Post-Closing Company's only significant asset will be its ownership interest in the FORT business, and such ownership may not be sufficiently profitable or valuable to enable the Post-Closing Company to satisfy the Post-Closing Company's other financial obligations. • Past performance by members of NTWO's management team or NTWO's strategic and operating partners may not be indicative of future performance of an investment in NTWO. • Delays in the government budget process or a government shutdown may materially adversely affect NTWO's and FORT's ability to complete the business combination, or the operations of the Post-Closing Company following the closing of the business combination. • If NTWO is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult for it to complete NTWO's initial business combination. • The Post-Closing Company may be subject to a 1% U.S. federal excise tax in connection with redemptions of the Post-Closing Company common stock. • NTWO's Sponsor and NTWO's officers and directors have interests in the proposed business combination that are different from or are in addition to other NTWO shareholders in recommending that NTWO shareholders vote in favor of approval of the Proposed Business Combination. • The Post-Closing Company will need to raise additional capital to act on its business plan and such additional capital may not be available on acceptable terms, or at all, any inability to raise such additional capital adds risk to the Post-Closing Company's ability to be a going concern For additional risks relating to Newbury Street II Acquisition Corp (the "Newbury Street" or "NTWO") operations, see the section titled "Risk Factors" contained in (i) Newbury Street's Form S-1 Registration Statement, (ii) Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 6, 2026, (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and September 30, 2025, filed with the SEC on May 15, 2025 and November 14, 2025, respectively, and (iv) other filings with the SEC. As of the date of this presentation, there have been no material changes to such risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business, financial condition, results of operations or ability to consummate the proposed transaction. Newbury Street may disclose changes to such risk factors or additional risk factors from time to time in our future filings with the SEC.
Exhibit 99.2
FORT Robotics to Go Public via Business Combination with Newbury Street II Acquisition Corp to Advance the Safety of Physical AI
| ● | Creates the first publicly traded company dedicated principally to safe and scalable deployment of physical AI, as a universal safety layer across the robotics industry |
| ● | Broad adoption across more than 600 customers globally, including robotics developers, robotics users, universities and governments. Customers include Agility Robotics, DoorDash, Cobot, Zoox, Textron, and Google DeepMind |
| ● | Horizontal use across industries including humanoid robotics, warehousing, transportation, manufacturing, construction, agriculture, mining, energy, and defense |
| ● | Rapidly accelerating commercial adoption, with revenue increasing 62% YoY in 2025 |
| ● | Received signed commitments to raise over $31 million of common equity in the form of both PIPE (Private Investment in Public Equity) and NRA (Non Redemption Agreement) investments from new and existing institutional investors, including Tiger Global, Prologis Ventures, and Mark Cuban |
| ● | Strong partner network including the strategic collaboration recently announced with NVIDIA Halos for Robotics |
| ● | Entering this transaction and becoming a public company positions FORT to capitalize on the rapid adoption of robotics and physical AI by accelerating product innovation, global commercial reach, M&A and strategic partnerships |
| ● | Company to host a conference call at 8:30 a.m. ET today. Visit www.fortrobotics.com/investors for more information |
PHILADELPHIA, PA and BOSTON, MA., August 18, 2026 — FORT Robotics, Inc. (“FORT” or the “Company”), a safety platform developing The Trust layer for Physical AI, and Newbury Street II Acquisition Corp (Nasdaq: NTWO) (“Newbury Street II”), a special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “Business Combination”) that will result in the combined company becoming a publicly traded company.
Upon closing of the Business Combination, the combined company will be named FORT Robotics Holdings, Inc. and is expected to be listed on the Nasdaq Stock Market (Nasdaq) under the new ticker symbol “FROB,” subject to regulatory approvals. The transaction values the combined company at a pro-forma enterprise value of $556.6 million (pre-money equity value of $500.0 million).
Building Trust in Physical AI
FORT Robotics was founded in 2018 and has since become a leading provider of safety solutions across the robotics industry, trusted by more than 600 customers including Agility Robotics, Google DeepMind, Cobot, Zoox, RIVR, Carnegie Robotics, Textron, Forterra, Genie, Ocado, Oxa, DoorDash and many others. The company is backed by investors including Tiger Global, Mark Cuban Companies, Prologis Ventures, and Five Eleven Partners and recently announced a strategic collaboration with NVIDIA as part of the Halos for Robotics ecosystem. The company grew out of founder and CEO Samuel Reeves’s previous company Humanistic Robotics, which built robots to clear landmines.
FORT’s leadership and board bring deep operating experience from across the robotics and industrial-automation landscape. The post-closing board of directors is expected to include Sally Miller, DHL Supply Chain Global CIO, Jennifer Vescio, former executive at Uber, Vijay Kumar, Dean of Engineering at the University of Pennsylvania, and Karl Iagnemma, CEO at Vecna Robotics
FORT’s Trust Layer serves as the foundational safety infrastructure for the next generation of physical AI, enabling autonomous machines from different manufacturers to operate safely alongside humans and within shared environments. The platform, which is backed by 25 patents and has been certified to meet Safety Integrity Level 3 per IEC 61508, is intentionally machine-and application-agnostic, designed to serve as a universal layer of trust across mixed-machine workspaces.
In May 2026, FORT expanded The Trust Layer through the acquisition of Mapless AI, a full-stack, safety-first teleoperation company, adding remote human-in-the-loop control and onboard active safety to FORT’s existing platform.
The Safety Imperative: Unlocking Potential for Robotics
“Physical AI will change the way we work in every industry, and this will be a game changer for workers, organizations and governments worldwide,” said Samuel Reeves, Founder and CEO of FORT Robotics. “However, these new machines come with a completely new and different risk profile, and that must be addressed before autonomous systems can scale. FORT’s mission is to ‘ensure robots cause no harm’ and we are dedicated to pioneering and building a shared framework for trust that robot manufacturers, integrators, end users, regulators, insurers, governments and any other interested party can rely on. How we trust physical AI will be one of the defining questions of our time and answering it will be a key enabler that will move these next generation machines from isolated pilot programs to real, scalable adoption.”
Thomas Bushey, CEO of Newbury Street II, added: “Newbury Street II is proud to partner with FORT, a category-defining platform addressing one of the world’s most complex infrastructure challenges. The robotics revolution is at an inflection point, and we believe FORT’s universal layer of trust can accelerate widespread adoption. We look forward to supporting Samuel and the team as they advance FORT’s horizontal platform for physical AI — as a public company, we believe FORT is well positioned to extend its leadership and create long-term shareholder value.”
Commenting on the commercial momentum of physical AI, Griffin Schroeder, Partner at Tiger Global, said: “As physical AI moves into core industrial infrastructure, safety is paramount. FORT has built a critical, machine-agnostic trust layer that enables enterprise autonomy to scale safely. We are excited to support Samuel and the FORT team as they build on their momentum and enter this next chapter.”
Key Financial & Operational Highlights
| ● | Strong Top-Line Momentum: FORT’s 2025 revenue compounded at a 62% year-over-year growth rate, including 91% growth among its mature enterprise accounts (customers spending more than $100,000 annually with FORT,) positioning FORT among the fastest-growing companies in the robotics safety category as the broader physical AI market scales. |
| ● | High-Margin, Capital-Efficient Profile: Maintained resilient standalone gross margins of 66% in 2025 and 70% in 2024, with long-term margin expansion expected as premium software solutions scale. While revenue grew 62% in 2025, operating expenses grew at a much lower 19%, demonstrating the operational leverage inherent in the business. 2025 revenue per employee was $276,000, further demonstrating FORT’s ability to generate momentum while managing costs. |
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| ● | De-Risked Customer Ecosystem: Broad diversification across major enterprise verticals has materially reduced single-customer risk, driven by a 3.8x total growth in six-figure customers since 2021 with no single customer representing more than 9% of 2025 revenue. |
| ● | Durable, Compounding Customer Base: Customer cohorts acquired as early as 2019 continue to generate revenue today, with pre-2025 cohorts contributing an estimated 68% of 2025 bookings. The platform is now deployed across more than 19,500 units globally, reflecting deep, sticky customer relationships and low churn central to the investment thesis. Cumulative customers have grown 2.6x and deployed units 3.7x since 2021, and the roughly two dozen mature enterprise accounts grew per-account spend by 27% year-over-year in 2025, reflective of a land-and-expand engine layered on top of the low-churn base. |
Transaction Overview
The Business Combination values the combined company at an implied pro forma enterprise value of $556.6 million. The transaction is expected to deliver approximately $201 million in gross transaction proceeds, consisting of cash held in Newbury Street II’s trust account (assuming no redemptions by Newbury Street II’s public shareholders) including approximately $31 million of common equity in the form of both PIPE (Private Investment in Public Equity) and NRA investment from existing and new institutional investors. The Business Combination is expected to inject approximately $182 million in net cash directly to the balance sheet post-estimated transaction costs (assuming no redemptions by Newbury Street II’s public shareholders). Proceeds from the Business Combination are expected to accelerate product development (including next-generation safety intelligence, observability and cybersecurity software), scale global go-to-market and channel partner efforts, and support targeted, high-synergy tuck-in M&A opportunities.
Existing FORT shareholders will roll 100% of their equity into the Business Combination, retaining an estimated 67% majority ownership stake on an issued and outstanding basis in the combined company at closing, assuming no redemptions.
The boards of directors of both FORT and Newbury Street II have each unanimously approved the Business Combination, subject to, among other things, the approval by Newbury Street II’s shareholders of the Business Combination, the closing of the concurrent PIPE transaction, satisfaction of conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration statement on Form S-4 and the proxy statement/prospectus, the receipt of certain regulatory approvals and approval by Nasdaq to list the securities of the combined company. The Business Combination is expected to close in the fourth quarter of 2026.
Conference Call Information
FORT and Newbury Street II will host an investor conference call to discuss the proposed transaction at 8:30 a.m. ET today, August 18, 2026. Interested parties may access a live webcast of the conference call by visiting https://app.webinar.net/YvJa2qE2Ey0. A replay of the call will also be made available at www.fortrobotics.com/investors and a transcript of the call will be filed with the Securities and Exchange Commission.
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Advisors
BTIG LLC is serving as exclusive financial advisor and sole placement agent to Newbury Street II Acquisition Corp. Ellenoff Grossman & Schole LLP is serving as legal counsel to Newbury Street II Acquisition Corp. Evercore is serving as structuring advisor to FORT Robotics Inc. Fenwick & West LLP is serving as legal counsel to FORT Robotics, Inc. Loeb & Loeb LLP is acting as legal counsel to BTIG LLC. FINN Partners and Collected Strategies are serving as communications advisors.
About FORT Robotics Inc.
FORT Robotics is The Trust Layer for Physical AI, with the charter of making autonomous machines safe, secure, and reliable enough to deploy at scale alongside humans. Partnering with FORT gives robot manufacturers and end users the ability to certify safety, maximize efficiency, AND gain time to market speed.
Since its founding in 2018, FORT has become a leading provider of safety solutions across the robotics industry and used across warehousing, transportation, manufacturing, construction, agriculture, mining, energy, defense, and other industries. FORT has secured 25 patents and deployed more than 19,500 units to a global base of over 600 customers including Fortune 500 category leaders.
More information at www.fortrobotics.com
About Newbury Street II Acquisition Corp
Newbury Street II is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Newbury Street II is led by Chief Executive Officer Thomas Bushey, former President of Ondas (NASDAQ: ONDS), a leading provider of private wireless networks and autonomous robotics platforms for industrial infrastructure.
Additional Information and Where to Find It
In connection with the Business Combination, Newbury Street II and the Company intend to file the Registration Statement on Form S-4, (as amended or supplemented from time to time, the “Registration Statement”), with the SEC, which will include a proxy statement to Newbury Street II shareholders and a prospectus for the registration of Newbury Street II’s securities to be issued in connection with the Business Combination. This press release does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Newbury Street II’s shareholders and other interested persons are advised to read, the Registration Statement and other documents filed in connection with the Business Combination, as these materials will contain important information about the Company, Newbury Street II and the Business Combination. Shareholders may obtain a copy of the Registration Statement, once available, as well as other documents filed by Newbury Street II with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Newbury Street II Acquisition Corp, 121 High Street, Floor 3, Boston, Massachusetts 02110.
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BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF NEWBURY STREET II ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Participants in the Solicitation
Newbury Street II, the Company, and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Newbury Street II’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Newbury Street II’s executive officers and directors in the solicitation by reading Newbury Street II’s filings with the SEC, including the final prospectus of Newbury Street II dated as of October 31, 2024 and filed by Newbury Street II with the SEC on November 1, 2024 (the “IPO Prospectus”). To the extent that holdings of Newbury Street II’s securities have changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information concerning the interests of Newbury Street II’s and the Company’s participants in the solicitation, which may, in some cases, be different than those of their respective equity holders generally, will be set forth in the Registration Statement relating to the Business Combination when it becomes available.
No Offer or Solicitation
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company has based these forward-looking statements on current expectations and projections about future events. These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding the Company’s ability to commercialize new products, technologies and industry use cases; projections of development and commercialization costs and timelines; expectations regarding the Company’s ability to execute its business model and the expected financial benefits of such model; expectations regarding the Company’s ability to attract, retain and expand its customer base; the Company’s deployment of proceeds from capital raising transactions; its expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; the Company’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations affecting its markets; the successful consummation and potential benefits of the proposed transaction and expectations related to its terms and timing; and the potential for the Company to increase in value.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of the Company and Newbury Street II.
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These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the Company or Newbury Street II’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that the Company is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; Company historical net losses and limited operating history; the Company’s expectations regarding future financial performance, capital requirements and unit economics; Company’s use and reporting of business and operational metrics; the Company’s competitive landscape; the Company’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; the Company’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic partners and other third parties; the Company’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required regulatory approvals for the proposed transaction are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed transaction; the risk that shareholders of Newbury Street II could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against the Company or Newbury Street II; failure to realize the anticipated benefits of the proposed transaction; the ability of Newbury Street II or the combined company to issue equity or equity-linked securities in connection with the proposed transaction or in the future; and other factors described in Newbury Street II’s filings with the SEC.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the (i) the IPO Prospectus, (ii) the annual report on Form 10-K filed by Newbury Street II with the SEC on March 6, 2026, (iii) the Registration Statement referenced above when available and other documents filed by Newbury Street II and the Company from time to time with the SEC. These filings will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. There may be additional risks that neither Newbury Street II nor the Company presently knows, or that Newbury Street II and/or the Company currently believe are immaterial, that could cause actual results to differ from those contained in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place undue reliance upon any forward-looking statements in this press release. Past performance by Newbury Street II’s or the Company’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Newbury Street II’s or the Company’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Newbury Street II or the Company will, or may, generate going forward. None of the parties nor any of their representatives gives any assurance that any of Newbury Street II, Company, or the combined company will achieve its expectations.
Media Contact
Scott Bisang / David Feldman
FORT-CS@collectedstrategies.com
Investor Relations Contact
Greg Jawski
fortrobotics-investors@finnpartners.com
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Filing Exhibits & Attachments
16 documentsPress Releases
Agreements & Contracts
- EX-10.1 FORM OF VOTING AND SUPPORT AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG 124.2 KB
- EX-10.2 FORM OF LOCK-UP AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND BETWEEN NEWBURY S 58.5 KB
- EX-10.3 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT, DATED AS OF AUGUST 17, 2 57.1 KB
- EX-10.4 FORM OF REGISTRATION RIGHTS AGREEMENT 132.4 KB
- EX-10.5 INSIDER LETTER AMENDMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STRE 22.6 KB
- EX-10.6 SPONSOR LETTER AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STRE 40.5 KB
- EX-10.7 SPONSOR SUPPORT AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY STR 54.2 KB
- EX-10.8 FORM OF PIPE SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND AMONG N 274.8 KB
Other Documents
- EX-1.1 AMENDMENT TO UNDERWRITING AGREEMENT, DATED AS OF AUGUST 17, 2026, BY AND BETWEEN 16.0 KB
- EX-2.1 AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 17, 2026, BY AND AMONG NEWBURY 636.7 KB
- EX-101 XBRL SCHEMA FILE 4.1 KB
- EX-101 XBRL DEFINITION FILE 26.7 KB
- EX-101 XBRL LABEL FILE 37.0 KB
- EX-101 XBRL PRESENTATION FILE 25.3 KB