FORT Robotics, a safety platform developing a “trust layer” for physical AI, and Newbury Street II Acquisition Corp, a special purpose acquisition company, have entered into a definitive business combination agreement that will result in the combined company becoming a publicly traded company.
Upon closing of the business combination, the combined company will be named FORT Robotics Holdings, Inc. and is expected to be listed on the Nasdaq Stock Market (Nasdaq) under the new ticker symbol “FROB”, subject to regulatory approvals.
The transaction values the combined company at a pro-forma enterprise value of $556.6 million (pre-money equity value of $500.0 million).
Building trust in physical AI
FORT Robotics was founded in 2018 and 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.
The company is backed by investors including Tiger Global, Mark Cuban Companies, Prologis Ventures, and Five Eleven Partners and recently announced a strategic collaboration with Nvidia as part of the Halos for Robotics ecosystem.
The company grew out of founder and CEO Samuel Reeves’s previous company Humanistic Robotics, which built robots to clear landmines.
FORT’s leadership and board bring deep operating experience from across the robotics and industrial-automation landscape. The post-closing board of directors is expected to include Sally Miller, DHL Supply Chain Global CIO, Jennifer Vescio, former executive at Uber, Vijay Kumar, Dean of Engineering at the University of Pennsylvania, and Karl Iagnemma, CEO at Vecna Robotics.
FORT’s Trust Layer serves as the foundational safety infrastructure for the next generation of physical AI, enabling autonomous machines from different manufacturers to operate safely alongside humans and within shared environments.
The platform, which is backed by 25 patents and has been certified to meet Safety Integrity Level 3 per IEC 61508, is intentionally machine-and application-agnostic, designed to serve as a universal layer of trust across mixed-machine workspaces.
In May 2026, FORT expanded The Trust Layer through the acquisition of Mapless AI, a full-stack, safety-first teleoperation company, adding remote human-in-the-loop control and onboard active safety to FORT’s existing platform.
The safety imperative: Unlocking potential for robotics
“Physical AI will change 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 come with a completely new and different risk profile, and that must be addressed before autonomous systems can scale.
“FORT’s mission is to ‘ensure robots cause no harm’ and we are dedicated to pioneering and building a shared framework for trust that robot manufacturers, integrators, end users, regulators, insurers, governments and any other interested party can rely on.
“How we trust physical AI will be one of the defining questions of our time and answering it will be a key enabler that will move these next generation machines from isolated pilot programs to real, scalable adoption.”
Thomas Bushey, CEO of Newbury Street II, added: “Newbury Street II is proud to partner with FORT, a category-defining platform addressing one of the world’s most complex infrastructure challenges. The robotics revolution is at an inflection point, and we believe FORT’s universal layer of trust can accelerate widespread adoption.
“We look forward to supporting Samuel and the team as they advance FORT’s horizontal platform for physical AI — as a public company, we believe FORT is well positioned to extend its leadership and create long-term shareholder value.”
Commenting on the commercial momentum of physical AI, Griffin Schroeder, partner at Tiger Global, said: “As physical AI moves into core industrial infrastructure, safety is paramount.
“FORT has built a critical, machine-agnostic trust layer that enables enterprise autonomy to scale safely. We are excited to support Samuel and the FORT team as they build on their momentum and enter this next chapter.”
Key financial and operational highlights
- Strong t-line momentum: FORT’s 2025 revenue compounded at a 62 percent year-over-year growth rate, including 91 percent growth among its mature enterprise accounts (customers spending more than $100,000 annually with FORT), positioning FORT among the fastest-growing companies in the robotics safety category as the broader physical AI market scales.
- High-margin, capital-efficient profile: Maintained resilient standalone gross margins of 66 percent in 2025 and 70 percent in 2024, with long-term margin expansion expected as premium software solutions scale. While revenue grew 62 percent in 2025, operating expenses grew at a much lower 19 percent, demonstrating the operational leverage inherent in the business. 2025 revenue per employee was $276,000, further demonstrating FORT’s ability to generate momentum while managing costs.
- De-risked customer ecosystem: Broad diversification across major enterprise verticals has materially reduced single-customer risk, driven by a 3.8x total growth in six-figure customers since 2021 with no single customer representing more than 9 percent of 2025 revenue.
- Durable, compounding customer base: Customer cohorts acquired as early as 2019 continue to generate revenue today, with pre-2025 cohorts contributing an estimated 68 percent of 2025 bookings. The platform is now deployed across more than 19,500 units globally, reflecting deep, sticky customer relationships and low churn central to the investment thesis.
Cumulative customers have grown 2.6x and deployed units 3.7x since 2021, and the roughly two dozen mature enterprise accounts grew per-account spend by 27 percent year-over-year in 2025, reflective of a land-and-expand engine layered on top of the low-churn base.
Transaction overview
The business combination values the combined company at an implied pro forma enterprise value of $556.6 million. The transaction is expected to deliver approximately $201 million in gross transaction proceeds, consisting of cash held in Newbury Street II’s trust account (assuming no redemptions by Newbury Street II’s public shareholders) including approximately $31 million of common equity in the form of both PIPE (Private Investment in Public Equity) and NRA investment from existing and new institutional investors.
The business combination is expected to inject approximately $182 million in net cash directly to the balance sheet post-estimated transaction costs (assuming no redemptions by Newbury Street II’s public shareholders).
Proceeds from the business combination are expected to accelerate product development (including next-generation safety intelligence, observability and cybersecurity software), scale global go-to-market and channel partner efforts, and support targeted, high-synergy tuck-in M&A opportunities.
Existing FORT shareholders will roll 100 percent of their equity into the business combination, retaining an estimated 67 percent majority ownership stake on an issued and outstanding basis in the combined company at closing, assuming no redemptions.
The boards of directors of both FORT and Newbury Street II have each unanimously approved the business combination, subject to, among other things, the approval by Newbury Street II’s shareholders of the business combination, the closing of the concurrent PIPE transaction, satisfaction of conditions stated in the definitive agreement and other customary closing conditions, including that the US Securities and Exchange Commission completes its review of the registration statement on Form S-4 and the proxy statement/prospectus, the receipt of certain regulatory approvals and approval by Nasdaq to list the securities of the combined company. The business combination is expected to close in the fourth quarter of 2026.
