FORT Robotics to Go Public in $556.6 Million Physical-AI Deal

FORT Robotics plans to go public through a merger with Newbury Street II Acquisition Corp., a Nasdaq-listed special purpose acquisition company, in a transaction that values the combined business at a pro forma enterprise value of $556.6 million.

The companies said the combined entity will be named FORT Robotics Holdings, Inc. and is expected to trade on Nasdaq under the ticker symbol FROB after closing. The transaction assigns FORT a pre-money equity value of $500 million and is expected to bring substantial new cash onto the company’s balance sheet, provided Newbury Street II shareholders do not redeem a large portion of their shares before the merger.

FORT develops hardware, software and services designed to make robots and other autonomous machines safer to operate around people. The company describes that market as “physical AI,” referring to AI-driven machines that act in real-world environments rather than remaining confined to software.

Deal structure could put about $182 million on FORT’s balance sheet

Under the transaction announced by FORT, the merger is expected to generate about $201 million in gross proceeds assuming no redemptions by Newbury Street II’s public shareholders. After estimated transaction costs, the company expects approximately $182 million of net cash to be added to the combined company’s balance sheet.

That financing includes approximately $31 million of common equity commitments through a private investment in public equity, or PIPE, and non-redemption arrangements. FORT named Tiger Global, Prologis Ventures and Mark Cuban among the participating existing and new investors.

The Newbury Street II SEC filing provides more detail on the financing. It says initial PIPE investors agreed to purchase 3.125 million shares at $10 each, for an aggregate purchase price of $31.25 million. Those investors can elect to satisfy some or all of their commitments by agreeing not to redeem Newbury Street II shares they hold or acquire ahead of the shareholder vote.

Existing FORT shareholders are expected to roll 100% of their equity into the merger rather than take cash out. On the transaction’s illustrative capitalization, they would own about 67.3% of the combined company. Newbury Street II public shareholders would hold about 21.3%, PIPE and non-redemption investors about 5.9%, and the SPAC sponsor about 5.4%, assuming the transaction closes on the stated terms and without redemptions changing the mix.

The investor presentation shows 74.2 million pro forma shares outstanding at an illustrative $10 per-share price, producing a pro forma equity value of $742.4 million. After accounting for projected net cash of about $185.8 million, the presentation arrives at the $556.6 million enterprise value used to describe the transaction.

The cash assumptions remain important because SPAC shareholders have the right to redeem their shares before a business combination. A higher level of redemptions would reduce the cash contributed from Newbury Street II’s trust account and could alter the post-closing ownership mix. FORT and Newbury Street II explicitly condition the headline proceeds figures on no redemptions.

FORT is growing quickly from a small revenue base

The deal would bring a relatively small but fast-growing robotics-safety company to the public market. FORT reported audited 2025 revenue of $11.6 million, up 62% from $7.2 million in 2024, according to the investor presentation filed with the SEC. Gross profit increased to $7.7 million from $5.1 million, while gross margin eased to 66.2% from 70.5%.

The company remained unprofitable. Its 2025 operating loss was $4.6 million and its net loss was also about $4.6 million, compared with a net loss of $5.5 million in 2024. Operating expenses rose to $12.3 million from $10.3 million as FORT increased research and development, sales and marketing, and administrative spending.

That financial profile makes the valuation an important part of the investment case. FORT’s own presentation calculates the $556.6 million pro forma enterprise value at roughly 48 times 2025 revenue. The multiple is based on historical revenue rather than a forecast, and the company is asking investors to value it primarily on expected adoption of robotics and autonomous systems rather than its current earnings.

FORT said it had more than 600 customers globally and more than 19,500 deployed units. The customer base spans industrial automation, defense, agriculture, construction and mining, warehousing, transportation and other markets. The company also said no single customer accounted for more than 9% of 2025 revenue.

The presentation separates customers spending more than $100,000 annually into a “mature” group. FORT had 21 such customers in 2025, up from 14 in 2024, and revenue from those accounts increased to about $8.1 million from $4.2 million. Mature customers represented 70% of 2025 revenue, compared with 59% a year earlier.

Management intends to use the transaction proceeds to expand product development, sales and channel partnerships and to pursue targeted acquisitions. The planned roadmap includes additional safety intelligence, observability and cybersecurity software, areas that would move FORT further beyond its roots in physical emergency-stop and machine-control hardware.

The public-market bet is on a safety layer for physical AI

FORT’s strategy is built around becoming a common safety and control layer across robots from different manufacturers. Its platform combines embedded safety hardware, worksite controls, software and remote-operation tools so that autonomous machines can be stopped, monitored or governed independently of the AI systems controlling their normal behavior.

The company says its platform has been certified to meet Safety Integrity Level 3 under IEC 61508, a functional-safety standard used for systems where failures can create serious hazards. FORT is positioning that certification and its machine-agnostic design as a way for customers to manage mixed fleets rather than relying exclusively on the safety systems built into each robot.

FORT has been adding capabilities around that core. In May, it acquired Mapless AI, adding remote human-in-the-loop teleoperation and onboard active-safety technology. In June, the company announced work with NVIDIA’s Halos for Robotics ecosystem aimed at using external sensors and AI systems to help control robot behavior around people and changing work environments.

The growth story is therefore tied not only to the number of robots being deployed but also to whether manufacturers and end users adopt independent safety infrastructure as a standard part of those deployments. The investor materials acknowledge the risks around that thesis, including FORT’s limited operating history, continued losses, an emerging market with uncertain adoption, product and safety-liability exposure, dependence on third parties and the possibility that additional financing could be needed later.

The merger is not yet completed. The boards of FORT and Newbury Street II have approved the agreement, but closing remains subject to approvals from both companies’ shareholders, completion of the SEC registration process, regulatory conditions and approval for the combined company’s shares to list on Nasdaq. The companies currently expect the deal to close in the fourth quarter of 2026.

The merger agreement also sets May 17, 2027 as an outside date, subject to possible extension if Newbury Street II obtains more time to complete a business combination. Before shareholders vote, the parties plan to file a Form S-4 registration statement containing the proxy statement and prospectus, which should provide investors with fuller financial, risk and ownership disclosures for the proposed FORT Robotics listing.