Newbury Street II Acquisition Corp 8K

Newbury Street II Acquisition Corp. agreed to domesticate to Delaware and merge its subsidiary with Fort Robotics, Inc., taking Fort public via a $500 million all‑stock SPAC business combination supported by a $31.25 million PIPE and related lock‑up and support agreements.

On August 17, 2026, Newbury Street II Acquisition Corp., a Cayman Islands SPAC, entered into an Agreement and Plan of Merger with its wholly owned Delaware subsidiary, Hugo Merger Sub Inc., and Fort Robotics, Inc., a Delaware corporation that develops safety‑certified control and secure communication systems for autonomous and semi‑autonomous machines. Under the agreement, Newbury Street II will first domesticate from the Cayman Islands to Delaware, then Hugo Merger Sub will merge with and into Fort Robotics, with Fort Robotics surviving as a wholly owned subsidiary of the post‑domestication SPAC, to be named Fort Robotics Holdings Inc. Company equity holders will receive an aggregate of $500 million in value in newly issued SPAC common stock (plus additional shares for certain SAFE holders), with all preferred stock converting into common prior to closing, options being assumed as options to purchase SPAC stock, and certain other convertible securities and SAFEs being cancelled. The transaction is structured to qualify as a tax‑free reorganization under Section 368 of the Internal Revenue Code and is supported by voting, lock‑up, non‑competition, employment, sponsor support, registration rights, PIPE subscription, and insider letter amendment agreements, including a $31.25 million PIPE financing and the potential use of up to 2,038,424 founder shares to secure financing and non‑redemption commitments.

Filing Facts

CIK

2028027

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-090994

Alert Tier

8