Newbury Street II Acquisition Corp (NTWO) entered an agreement for a proposed combination with Fort Robotics, Inc. (FORT), under which FORT would become a wholly owned subsidiary after closing. The agreement provides for $500 million of stock consideration, valued at $10.00 per share, plus shares for permitted SAFE conversions. The proposed financing includes an initial $31.25 million PIPE, conditioned on concurrent closing, and an October PIPE for $10 million, subject to closing conditions.
At the October 28, 2026 shareholder meeting, shareholders extended the combination deadline to February 4, 2027. Holders redeemed 14,203,466 Public Shares for approximately $154.3 million at approximately $10.85 per share, leaving 3,046,534 Public Shares outstanding.
Third-quarter net income was $889,677, versus $1,732,107 a year earlier; nine-month net income was $2,587,226 versus $5,102,832. Third-quarter results included $1,691,056 of Trust Account interest and $803,990 of general and administrative costs. As of September 30, 2026, Trust Account assets were $186,761,164 and working capital was a deficit of $(1,577,601).
Newbury Street II Acquisition Corp (NTWO) shareholders approved an amendment extending the deadline to complete a business combination from November 4, 2026, to February 4, 2027, or an earlier date determined by the board. The amendment became effective upon approval.
The extension received 15,339,451 votes for and 292,327 against; the auditor ratification proposal also passed, with 15,389,451 votes for and 242,327 against. In connection with the extension vote, holders redeemed 14,203,466 Public Shares at approximately $10.85 per share, for an aggregate redemption amount of approximately $154.3 million. Following the redemptions, 3,046,534 Public Shares were issued and outstanding. The meeting did not technically constitute an annual general meeting under Cayman Islands law, so the Class I directors’ terms did not expire.
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) is asking shareholders to extend its business-combination deadline by three months, from November 4, 2026 to February 4, 2027, or an earlier date set by the board. The company says it needs more time to pursue the proposed Fort Robotics Business Combination; the extension would not approve that transaction, which would require a separate shareholder vote and remains subject to closing conditions. The board recommends voting “FOR” the extension, ratification of WithumSmith+Brown, PC for the year ending December 31, 2026, and adjournment if needed.
If approved, public shareholders may elect to redeem their shares regardless of how they vote. As of October 7, 2026, the Trust Account held approximately $186,877,506, and the approximate redemption price was $10.833 per Public Share, before removing accrued interest to pay taxes, if any. The company says redemptions could leave significantly less in trust and might require additional funding. If the extension is not approved and no business combination is completed by November 4, 2026, the company says it would cease operations except to wind up, redeem Public Shares and liquidate; warrants would expire worthless.
Newbury Street II Acquisition Corp. (NTWO) is the issuer in a Schedule 13G/A reporting shared beneficial ownership of 15,023 Class A ordinary shares by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust and Robert R. Bellick. Each is reported as beneficially owning 0.08% of the class, with shared voting and dispositive power over the same shares. The percentage is based on 17,998,375 Class A ordinary shares outstanding as of August 12, 2026. Wolverine Asset Management is an investment adviser; Wolverine Holdings is its sole member and manager, and Gust and Bellick may be deemed to control Wolverine Holdings as its managers.
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.
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.