Newbury Street II Announces Merger with Fort Robotics; Director Resigns

What Happened
Newbury Street II Acquisition Corp. (NTWO) announced progress on its proposed business combination with Fort Robotics under a Merger Agreement dated August 17, 2026. On September 29, 2026 the company (i) entered an engagement letter with Donerail Group & Co LLC for transaction advisory services, (ii) disclosed a related securities grant from its sponsor tied to Founder Shares, (iii) accepted the resignation of director William Z. Wyatt, and (iv) confidentially submitted a draft Registration Statement and preliminary proxy on Form S-4 to the SEC on September 29, 2026 in connection with the merger.

Key Details

• Donerail engagement: $350,000 cash advisory fee plus reimbursement of reasonable expenses up to $75,000 payable upon closing. Agreement may be terminated with varying fee entitlement rules depending on who terminates.
• Equity inducement: Sponsor agreed to grant Donerail membership interests corresponding to ~599,166 Founder Shares of NTWO upon closing; an equal amount will be forfeited by Sponsor managing member Thomas Bushey.
• Director change: William Z. Wyatt (affiliate of Donerail) resigned from the board effective September 29, 2026 to avoid a conflict; he agreed to forfeit 40,000 Founder Shares to be granted to each director upon closing.
• Fee split: Anthony J. Vinciquerra is entitled to 50% of the net economic interests of the Donerail cash fee and equity compensation.
• Process update: NTWO and Fort Robotics filed a confidential draft Registration Statement / preliminary proxy on Form S-4 with the SEC on September 29, 2026 signaling next steps toward shareholder votes and the issuance of transaction-related securities.

Why It Matters
These filings show the transaction is moving forward but will involve near-term cash outflows (the $350K fee and up to $75K reimbursed expenses) and potential dilution from the Founder Shares granted upon closing. The director resignation removes an apparent conflict of interest related to the advisory engagement. The confidential S‑4 filing means NTWO and Fort Robotics will soon provide a proxy/prospectus with detailed terms and risks — shareholders should review that Registration Statement when available before voting or making investment decisions.