Newbury Street II Acquisition Corp Announces Merger with Fort Robotics

What Happened
Newbury Street II Acquisition Corp filed an 8-K on Aug. 18, 2026 announcing it signed an Agreement and Plan of Merger (Aug. 17, 2026) to combine with Fort Robotics, Inc. The SPAC will domesticate from the Cayman Islands to Delaware before closing, merge its wholly owned Merger Sub into Fort Robotics (Fort survives as a Newbury Street II subsidiary), and issue Merger Consideration Shares with an aggregate value of $500,000,000 (shares valued at $10.00 each). The deal also contemplates conversion/cancellation of certain SAFEs, assumption/ conversion of Fort Robotics options into Newbury Street II options, a $31.25 million Initial PIPE investment, sponsor share forfeitures/earnouts, and customary shareholder votes and regulatory approvals.

Key Details

• Merger consideration: $500,000,000 in Newbury Street II common stock (shares valued at $10.00 each), plus issuance to holders of certain company SAFEs per their terms.
• PIPE: Initial PIPE Investors agreed to buy 3,125,000 Newbury Street II shares at $10.00/share for $31.25M; affiliates of two Newbury directors subscribed $5.0M and $1.0M. Sponsor to transfer up to 980,012 Founder Shares to PIPE investors.
• Timing & conditions: Closing subject to shareholder approvals, SEC effectiveness of an S-4/Registration Statement, Nasdaq/NYSE conditional listing approval, HSR clearance and Domestication; Outside Date for closing is May 17, 2027.
• Sponsor / founder economics and restrictions: Sponsor will forfeit 348,917 Founder Shares; 453,159 Founder Shares are subject to earnout vesting tied to VWAP targets ($12.50 and $15.00 over specified trading-day tests) during a four-year earnout period; certain Incentive Founder Shares (2,038,424) will be used for Transaction Financing/backstops or be forfeited/subject to earnout. Lock-ups apply to Fort Robotics’ management and significant holders (one year or VWAP trigger).
• Other: Underwriting amendment reduced deferred commissions from $6,037,500 to $2,000,000 and named BTIG as exclusive financial advisor/non-exclusive placement agent for the transaction. Representations and warranties generally do not survive closing and there are no post-closing indemnification rights (except for limited fraud/willful breaches).

Why It Matters
This filing formalizes a SPAC business combination that values Fort Robotics at $500M in stock consideration and brings immediate capital via a $31.25M PIPE. For retail investors, the transaction will change Newbury Street II from a pure SPAC into an operating company (to be renamed Fort Robotics Holdings, Inc.), subject to shareholder votes and regulatory approvals. Key investor implications include dilution from the Merger Consideration shares and PIPE, transfer and lock-up restrictions on founder and management shares, potential upside tied to sponsor earnouts based on post-close stock performance, and the timeline risk tied to SEC effectiveness and exchange listing approvals. The investor presentation and press release were filed with the 8-K for more detail.