Here are the 8-K filings from Newbury Street II Acquisition Corp (NTWO) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow NTWO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NTWO filings page.
Newbury Street II Acquisition Corp. agreed to issue 1,000,000 shares at $10.00 per share for an aggregate $10.00 million in an October PIPE private placement. Closing is conditioned on the concurrent closing of its proposed business combination with Fort Robotics and other customary closing conditions. At the October PIPE investor’s election, it may satisfy all or part of its obligation by agreeing not to redeem shares at the shareholder meeting.
Newbury Street II Acquisition Sponsor LLC will transfer up to 313,604 Incentive Founder Shares to the investor for no additional consideration. Immediately before closing, Fort Robotics will issue shares that convert at closing into up to 86,957 Newbury Street II shares, also for no additional consideration.
Fort Robotics announced approximately $20 million in additional funding, comprising the October PIPE and a separate approximately $10 million financing expected to close this week. It said total committed capital to date for the proposed business combination exceeds $50 million. Newbury Street II and Fort Robotics have confidentially submitted a draft S-4 registration statement and intend to publicly file it.
Newbury Street II Acquisition Corp. (NTWO) reported the confidential submission of a draft Form S-4 for its proposed business combination with Fort Robotics. The transaction values Fort at approximately $556.6 million in enterprise value and $500.0 million in pre-money equity value. It is expected to provide approximately $201 million in gross proceeds and approximately $182 million in net cash to the combined company, assuming no redemptions; approximately $31 million is committed common equity through PIPE and Non-Redemption Agreement investments. Closing is expected in the fourth quarter of 2026 or the first quarter of 2027, subject to shareholder approval, SEC review, required regulatory approvals, Nasdaq listing approval and customary conditions.
Newbury Street II also engaged Donerail Group & Co LLC, an affiliate of then-director William Zachre Wyatt, for advisory services at a $350,000 cash fee plus reimbursement of reasonable expenses up to $75,000, payable upon closing. The sponsor grant, subject to closing, corresponds to approximately 599,166 Class B shares. Wyatt resigned as a director effective September 29, 2026; director Anthony James Vinciquerra is entitled to 50% of the net economic interests in the fee and equity compensation. Fort reported 2025 revenue growth of 62% year over year and a 66% gross margin, with more than 19,500 units deployed across over 600 customers.
Newbury Street II Acquisition Corp (NTWO) announced an extraordinary general meeting in lieu of an annual general meeting; its date and time will be stated in the definitive proxy statement. Shareholders must deliver proposals to the company c/o Chief Executive Officer Thomas Bushey by October 8, 2026, and proposals must comply with Cayman Islands law, SEC rules and the company’s articles.
The meeting will be held in part to satisfy the requirement to hold the first annual meeting by December 31, 2026. Because the EGM does not technically constitute an annual general meeting under Cayman Islands law, Class I director terms will not expire at the special meeting.
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.