Fort Robotics Public Listing
Fort Robotics Will Go Public Through $556.6 Million SPAC Merger, Listing as FROB on Nasdaq
Key Points
Fort Robotics will domesticate to Delaware and, after the merger, become Fort Robotics Holdings, Inc., with the company trading as FROB on Nasdaq.
The deal is structured as a $500 million all-stock transaction with SAFEs converted to equity and the assumption of existing options, supported by a $31.25 million PIPE; sponsor-supported terms include lock-ups, non-compete agreements, and registration rights; BTIG was named exclusive financial advisor and deferred underwriting fees were reduced to $2 million.
Closing remains subject to customary conditions including shareholder approvals, SEC clearance of the S-4, stock-exchange listing approval, and completion of Newbury Street II’s domestication, with an outside date of May 17, 2027 and potential termination if conditions are not met.
Net cash expected at closing is about $182 million after transaction costs, with gross proceeds around $201 million (including about $31 million from PIPE/non-redemption commitments), assuming no redemptions by SPAC shareholders.
The deal carries a pro forma enterprise value of $556.6 million, with Fort Robotics shareholders rolling 100% of their equity into the combined company and projected ownership of roughly two-thirds at closing, underscoring demand for physical AI and robotics-safety tech.
Fort Robotics, a Philadelphia-based robot safety startup, is set to go public through a merger with blank-check company Newbury Street II Acquisition Corp., valuing the combined entity at $556.6 million, according to technical.ly and DC Velocity. The new company will trade on Nasdaq under the ticker FROB as Fort Robotics Holdings, Inc.
The deal includes a $500 million all-stock transaction, a $31.25 million PIPE — or private investment in public equity — and non-redemption commitments from existing SPAC shareholders. Gross proceeds could reach roughly $201 million, with about $182 million in net cash available after transaction costs, Robotics and Automation News reported.
How the $556 Million SPAC Deal Is Structured
Existing Fort Robotics shareholders will roll 100% of their equity into the new company. At closing, they are projected to own roughly two-thirds of Fort Robotics Holdings, according to Grafa. The deal converts SAFEs — a type of early-stage investment — into equity and absorbs existing stock options.
BTIG was named the exclusive financial advisor on the deal. Deferred underwriting fees were cut to $2 million. Sponsor-side terms include lock-up periods, non-compete agreements, and registration rights, Robotics and Automation News reported. The outside deadline to close the deal is May 17, 2027.
What Fort Robotics Plans to Do With the Money
Fort Robotics plans to use the proceeds in three ways: speed up product development, grow its sales and marketing teams, and make targeted acquisitions. The company calls itself a "trust layer" for physical AI — meaning it builds safety software that lets robots and autonomous machines operate safely around people, MMH reported.
Founded in 2018, the company counts Agility Robotics, DoorDash, Zoox, Textron, and Google DeepMind among its customers. Investors include Tiger Global, Prologis Ventures, and Mark Cuban. Nvidia's Halos for Robotics program is also listed as a partner, signaling strong industry backing for the robotics safety space.
Path to Closing: Approvals, Filings, and Key Risks
The deal is not done yet. It still needs approval from both companies' shareholders, SEC clearance of an S-4 registration filing, and a green light from Nasdaq, according to Grafa. Fort Robotics must also complete a legal move to Delaware — called a domestication — before the merger can close.
Closing is expected in the fourth quarter of 2026. If SPAC shareholders choose to redeem their shares in large numbers, the cash available at closing could shrink. The non-redemption commitments are designed to limit that risk and reduce dilution for existing Fort Robotics shareholders, technical.ly noted.
Why Investors Are Betting on Robot Safety Tech Now
Fort Robotics sits at the intersection of two fast-growing trends: physical AI and workplace automation. Warehouses, delivery robots, and autonomous vehicles all need safety systems that can prevent accidents and keep human workers safe. The company's backer list — from Tiger Global to Prologis Ventures — reflects broad confidence in that market.
Going public via SPAC rather than a traditional IPO gives Fort Robotics faster access to capital markets. The structure also lets the company lock in a set valuation of $556.6 million upfront, rather than relying on shifting market conditions during a standard IPO roadshow, DC Velocity reported.
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