FORT Robotics to Go Public in $556.6 Million SPAC Deal to Scale Physical AI Security

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• This creates the first publicly listed company primarily dedicated to the secure and scalable use of physical AI as a universal security layer across the entire robotics industry.
• Widely accepted by more than 600 customers worldwide, including robotics developers, robotics users, universities, and government agencies. Customers include Agility Robotics, DoorDash, Cobot, Zoox, Textron, and Google DeepMind.
• Cross-industry applications in areas such as humanoid robotics, warehousing, transportation, manufacturing, construction, agriculture, mining, energy and defense
• Rapid increase in commercial use with a year-on-year revenue growth of 62% in 2025
• Signed commitments to raise over US$31 million in equity capital in the form of PIPE (Private Investment in Public Equity) and NRA (Non-Redemption Agreement) investments from new and existing institutional investors, including Tiger Global, Prologis Ventures and Mark Cuban
• Strong partner network, including the recently announced strategic collaboration with NVIDIA Halos for Robotics
• The completion of this transaction and the move to the stock market puts FORT in a position to benefit from the rapid spread of robotics and physical AI by accelerating product innovation, global commercial reach, mergers and acquisitions, and strategic partnerships.
• The company will hold a conference call today at 8:30 a.m. ET. Further information can be found at www.fortrobotics.com/investors

FORT Robotics, Inc. (“FORT” or the “Company”), a security platform developing the Trust Layer solution for physical AI, and Newbury Street II Acquisition Corp, a special purpose acquisition company, announced that they have entered into a definitive agreement for a business combination (the “Business Combination”), which will make the merged company a publicly traded company.

Upon completion of the business combination, the merged company will be named FORT Robotics Holdings, Inc. and is expected to be listed on the Nasdaq stock exchange (Nasdaq) under the new ticker symbol “FROB,” subject to regulatory approvals. The transaction values the merged company at a pro forma enterprise value of US$556.6 million (equity value prior to financing of US$500.0 million).

Building trust in physical AI

Founded in 2018, FORT Robotics has since become a leading provider of safety solutions across the robotics industry, trusted by more than 600 customers, including Agility Robotics, Google DeepMind, Cobot, Zoox, RIVR, Carnegie Robotics, Textron, Forterra, Genie, Ocado, Oxa, DoorDash, and many others. Backed by investors such as Tiger Global, Mark Cuban Companies, Prologis Ventures, and Five Eleven Partners, the company recently announced a strategic collaboration with NVIDIA as part of the "Halos for Robotics" ecosystem. FORT Robotics evolved from founder and CEO Samuel Reeves' earlier company, Humanistic Robotics, which developed robots for mine clearance.

FORT's management team and board of directors possess extensive operational experience in robotics and industrial automation. Following the completion of the transaction, the board is expected to include Sally Miller, Global CIO at DHL Supply Chain; Jennifer Vescio, former executive at Uber; Vijay Kumar, Dean of the Engineering Department at the University of Pennsylvania; and Karl Iagnemma, CEO of Vecna Robotics.

FORT's Trust Layer technology serves as the foundational security infrastructure for the next generation of physical AI, enabling autonomous machines from various manufacturers to operate safely alongside humans and in shared environments. Protected by 25 patents and certified to IEC 61508 Safety Integrity Level 3, the platform is intentionally designed to be machine- and application-independent, serving as a universal trust layer in mixed-machine workspaces.

In May 2026, FORT expanded The Trust Layer through the acquisition of Mapless AI, a full-stack company for safety-focused remote control, adding remote "human-in-the-loop" control and active onboard safety to the existing FORT platform.

The imperative of safety: Unlocking the potential of robotics

“Physical AI will transform the way we work in every industry, and this will be a game-changer for workers, organizations, and governments worldwide,” said Samuel Reeves, founder and CEO of FORT Robotics. “However, these new machines bring with them a completely new and different risk profile, and this must be addressed before autonomous systems can be deployed at scale. FORT’s mission is to ‘make sure robots don’t hurt,’ and we are committed to pioneering and establishing a common framework of trust that robot manufacturers, integrators, end users, regulators, insurers, governments, and all other interested parties can rely on. How we trust physical AI will be one of the defining questions of our time, and answering this question will be a critical factor in moving these next-generation machines from isolated pilot programs to true, scalable adoption.”

Thomas Bushey, CEO of Newbury Street II, added: “ Newbury Street II is proud to partner with FORT, a pioneering platform tackling one of the world’s most complex infrastructure challenges. The robotics revolution is at a turning point, and we believe FORT’s universal trust layer can accelerate widespread adoption. We look forward to supporting Samuel and the team in further developing FORT’s horizontal platform for physical AI – as a publicly listed company, we believe FORT is well-positioned to build on its leadership and create long-term shareholder value.”

Griffin Schroeder, Partner at Tiger Global, commented on the commercial dynamics of physical AI as follows: “As physical AI increasingly integrates into core industrial infrastructure, security is of paramount importance. FORT has built a crucial, machine-agnostic layer of trust that enables companies to safely scale their autonomy. We are very excited to support Samuel and the FORT team in further building on their success and embarking on this new chapter.”

Key financial and operational highlights

• Strong revenue growth: FORT's revenue grew at a compound annual growth rate (CAGR) of 62% in 2025, including 91% growth among established enterprise customers (customers spending more than $100,000 annually with FORT). This makes FORT one of the fastest-growing companies in the robot safety sector, while the broader physical AI market continues to expand.
• High-margin, capital-efficient profile: The company achieved a robust gross margin of 66% in 2025 and 70% in 2024, with long-term margin expansion expected as its premium software solutions scale. While revenue increased by 62% in 2025, operating expenses grew by a significantly lower 19%, highlighting the inherent operational leverage of the business. Revenue per employee was $276,000 in 2025, further demonstrating FORT's ability to generate momentum while controlling costs.
• Risk-minimized customer ecosystem: Broad diversification across key business sectors has significantly reduced single-customer risk, driven by a 3.8x overall growth in customers with six-figure revenues since 2021, with no single customer accounting for more than 9% of revenue in 2025.
• Sustainable, growing customer base: Customer cohorts acquired as early as 2019 continue to generate revenue today, with cohorts from before 2025 estimated to account for 68% of order intake in 2025. The platform is now deployed on more than 19,500 units worldwide, reflecting deep, consistent customer relationships and a low churn rate – key factors of the investment thesis. The total number of customers has increased 2.6-fold and the number of deployed units 3.7-fold since 2021, and the approximately two dozen established enterprise customers increased their spending per account by 27% in 2025 compared to the previous year, reflecting a "land and expand" strategy built on a foundation of low churn.

Overview of the transaction

The business combination values the merged company at an implied pro forma enterprise value of $556.6 million . The transaction is expected to generate gross proceeds of approximately $ 201 million , consisting of cash held in escrow by Newbury Street II (assuming no redemptions by Newbury Street II's public shareholders), including approximately $31 million in common equity in the form of PIPE (Private Investment in Public Equity) and NRA investments from existing and new institutional investors. The business combination is expected to generate a net cash inflow of approximately $182 million directly into the balance sheet after deducting estimated transaction costs (assuming no redemptions by Newbury Street II's public shareholders). The proceeds from the merger are intended to accelerate product development (including next-generation security intelligence, observability and cybersecurity software), expand global go-to-market and distribution partner activities and support targeted, synergistic “tuck-in” M&A opportunities.

Existing FORT shareholders will contribute 100% of their equity to the business combination and will retain an estimated majority stake of 67% based on the issued and outstanding shares in the merged company at the time of closing, provided there are no redemptions.

The boards of directors of FORT and Newbury Street II have each unanimously approved the business combination, subject to, among other things, shareholder approval of the business combination by Newbury Street II, completion of the concurrent PIPE transaction, satisfaction of the conditions set forth in the definitive agreement, and other customary closing conditions, including the completion of the U.S. Securities and Exchange Commission's (the "SEC") review of the registration statement on Form S-4 and the proxy statement/prospectus, receipt of certain regulatory approvals, and approval by Nasdaq for the listing of the securities of the merged company. The business combination is expected to close in the fourth quarter of 2026.

Information about the telephone conference

FORT and Newbury Street II will host an investor conference call today, August 18, 2026, at 8:30 a.m. ET to discuss the proposed transaction. Interested parties can follow the live webcast of the call at https://app.webinar.net/YvJa2qE2Ey0 . A recording of the call will also be available at www.fortrobotics.com/investors ; a transcript of the call will be filed with the Securities and Exchange Commission.

Advisor

BTIG LLC is acting as exclusive financial advisor and sole placement agent to Newbury Street II Acquisition Corp. Ellenoff Grossman & Schole LLP is acting as legal counsel to Newbury Street II Acquisition Corp. Evercore is acting as structuring advisor to FORT Robotics Inc. Fenwick & West LLP is acting as legal counsel to FORT Robotics, Inc. Loeb & Loeb LLP is acting as legal counsel to BTIG LLC. FINN Partners and Collected Strategies are acting as communications advisors.