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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.
Newbury Street II Acquisition Corp’s Class A ordinary shares are the subject of an amended Schedule 13G filed jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The filing reports beneficial ownership of 736,806 Class A shares, representing 4.1% of the class.
Both entities report 0 shares with sole voting or dispositive power and 736,806 shares with shared voting and shared dispositive power. The Goldman Sachs Group, Inc. files as a parent holding company, with Goldman Sachs & Co. LLC, a registered broker-dealer and investment adviser, as the subsidiary that owns or may be deemed to beneficially own the securities. The filing also discloses standard disclaimers of beneficial ownership for certain client accounts and investment entities.
Newbury Street II Acquisition Corp, a Cayman Islands SPAC, reported total assets of $185.6 million as of June 30, 2026, including $185.1 million in a Trust Account invested in Treasury-focused money market funds. Current assets outside the Trust totaled $0.5 million, against current liabilities of $1.3 million, resulting in a working capital deficit of $(776,222) and an accumulated deficit of $(6.8 million).
For the six months ended June 30, 2026, the company recorded net income of $1.7 million, driven by $3.2 million of interest on Trust investments, partly offset by $1.5 million in general and administrative costs, mainly legal expenses. Management states it has not yet entered into a definitive agreement for a business combination and will generate no operating revenue until one is completed. The charter provides until November 4, 2026 to consummate an initial business combination, after which the SPAC must liquidate and redeem public shares. Management concludes that the working capital deficit and mandatory liquidation deadline raise substantial doubt about the company’s ability to continue as a going concern.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC report shared beneficial ownership of Newbury Street II Acquisition Corp Class A ordinary shares. The filing shows 941,519 shares with shared voting and dispositive power and indicates a 5.2% stake in the class. The submission includes a joint filing agreement and exhibits clarifying parent/subsidiary reporting relationships and the reporting units whose holdings are reflected.
Newbury Street II Acquisition Corp, a Cayman Islands blank check company, filed its annual report describing its structure, cash position and search for a merger target. The SPAC raised $172.5 million from 17,250,000 public units and $6.48 million from 648,375 private placement units, placing $173.36 million in a trust account initially.
As of December 31, 2025, funds in the trust account were about $181.85 million, or $10.54 per public share, and public shareholders will be able to redeem at completion of a business combination or certain charter amendments. The company must complete a business combination by November 4, 2026 or liquidate, and discloses substantial doubt about its ability to continue as a going concern if no transaction occurs. The filing also highlights significant potential dilution from founder shares and warrants, strict redemption limits for large holders, and reliance on third parties for cybersecurity despite holding substantial cash and investments.