FORT Robotics targets Nasdaq in $556.6m deal as physical AI safety scales

FORT Robotics, Inc. has agreed to merge with Newbury Street II Acquisition Corp. (NASDAQ: NTWO) in a business combination assigning the robotics safety company a pro forma enterprise value of $556.6 million and a pre-money equity value of $500 million. If the transaction closes, the combined company will operate as FORT Robotics Holdings, Inc. and is expected to trade on Nasdaq under the proposed ticker FROB. The transaction is expected to provide approximately $201 million of gross proceeds, including about $31 million from new and existing institutional investors through PIPE and non-redemption arrangements, but that figure assumes no public shareholders redeem their Newbury Street II shares. After estimated transaction expenses, FORT expects approximately $182 million of net cash to reach its balance sheet under the same no-redemption assumption.

The deal gives public-market investors exposure to a less visible layer of the robotics industry. FORT does not primarily manufacture humanoid robots, autonomous vehicles or warehouse machines. Instead, it supplies hardware and software designed to provide machine-level safety, control, communications, observability and increasingly cybersecurity across robotic systems made by other companies. FORT says its technology has been deployed across more than 19,500 units and more than 600 customers worldwide, including Agility Robotics, Google DeepMind, Zoox, Forterra, Textron, Ocado, Oxa and DoorDash.

How much cash will FORT Robotics actually receive from the Newbury Street II deal?

The $201 million gross-proceeds figure is not guaranteed cash. It assumes that Newbury Street II public shareholders do not exercise their redemption rights before the business combination closes, while SPAC transactions can experience substantial redemptions when investors prefer to reclaim trust-account capital rather than remain invested in the merged company. FORT’s approximately $182 million expected net-cash figure similarly depends on that no-redemption assumption and incorporates estimated transaction costs.

Approximately $31 million of the proposed financing has additional support from PIPE and non-redemption arrangements involving new and existing institutional investors. That provides some committed capital independent of the basic SPAC structure, but the final cash balance will not be known until redemption levels and closing expenses become clear. Investors should therefore distinguish the transaction’s $556.6 million pro forma enterprise value from the cash that ultimately becomes available to fund FORT’s expansion.

FORT intends to direct proceeds toward product development, including next-generation safety intelligence, observability and cybersecurity software, as well as international go-to-market expansion, channel development and targeted tuck-in acquisitions. The use-of-proceeds plan suggests management wants to expand beyond a hardware-centric safety layer and increase the software content surrounding deployed robotic systems.

What exactly is FORT Robotics selling to the rapidly expanding physical AI market?

FORT’s proposition is that autonomous machinery needs an independent safety and control architecture capable of constraining what a machine can do even when higher-level artificial intelligence behaves unexpectedly. Its system combines controllers, communications technology and software intended to sit between autonomous decision-making and physical machine actions. Rules-based governance and human oversight can therefore remain separate from the AI system generating motion or task decisions.

The company says its architecture has achieved Safety Integrity Level 3 certification under IEC 61508 and holds 25 patents. SIL 3 is a demanding industrial functional-safety classification, making certification potentially important for customers deploying autonomous equipment around workers, vehicles or expensive infrastructure. FORT’s commercial thesis is that robot manufacturers should not each have to build this safety-control layer from scratch when a common infrastructure supplier can provide it across multiple machine categories.

That horizontal model resembles other technology markets where specialist suppliers emerge as ecosystems become more complex. Semiconductor companies do not build every server, cybersecurity vendors do not build every enterprise application, and FORT is betting that robot makers will increasingly buy independent safety and governance infrastructure rather than vertically integrating every component. The opportunity becomes larger as autonomy spreads from warehouses into construction, agriculture, transportation, defence and other environments where a software error can create physical consequences.

Does FORT Robotics have enough commercial traction to support a public listing?

FORT disclosed several operating metrics that suggest the business has moved beyond a research-stage robotics company. Revenue increased 62% year over year in 2025, while spending among mature enterprise accounts generating more than $100,000 annually increased 91%. Gross margin was 66% in 2025 compared with 70% in 2024, and operating expenses increased 19% while revenue grew substantially faster.

Customer concentration also appears relatively distributed. FORT said no single customer represented more than 9% of 2025 revenue, while customer cohorts acquired before 2025 generated an estimated 68% of 2025 bookings. Six-figure customers have increased 3.8 times since 2021, deployed units have grown 3.7 times and cumulative customers have increased 2.6 times over the same period. Management also said first-quarter 2026 bookings increased 101% year over year.

These figures demonstrate customer activity, but they do not eliminate valuation risk. The merger announcement emphasizes growth rates and deployment counts rather than providing enough standalone financial detail to judge the $500 million pre-money equity valuation from the press release alone. Prospective investors will need the registration statement and accompanying financial disclosures to assess revenue scale, cash burn, recurring software contribution and the assumptions supporting future growth.

FORT has also operated at historical net losses and identifies the need for future capital, commercialization execution and development of an emerging technology market among the risks surrounding the transaction. Rapid bookings growth can strengthen the investment case, but the public-market test will be whether those bookings become repeatable revenue and eventually support sustainable cash generation.

How do NVIDIA Halos and the Mapless AI acquisition expand FORT’s strategy?

FORT recently entered a strategic collaboration around NVIDIA Halos for Robotics, connecting its safety architecture with NVIDIA’s expanding physical artificial intelligence ecosystem. That relationship can give FORT access to developers building autonomous machines around NVIDIA computing platforms while allowing NVIDIA’s ecosystem to incorporate independently governed safety functions. The arrangement does not make FORT an exclusive safety provider, but ecosystem compatibility could reduce integration friction for customers already standardizing on NVIDIA hardware and software.

FORT also acquired Mapless AI in May 2026, adding teleoperation and onboard active-safety capabilities. Teleoperation becomes increasingly important as autonomous systems scale because machines still need a method for remote intervention when software encounters a scenario outside normal operating parameters. Combining remote control with independent machine safety and observability could allow FORT to address both prevention and recovery rather than providing only an emergency-stop mechanism.

Cybersecurity is another logical extension. Connected autonomous machines create physical attack surfaces because compromised communications or control software can affect movement rather than merely data. Using transaction proceeds to build cybersecurity functions around the same machine-control architecture could increase recurring software revenue while expanding FORT’s role from functional safety into a broader trust layer for physical AI.

What could still derail the FORT Robotics SPAC transaction?

The transaction remains subject to the normal closing conditions associated with a SPAC combination, including shareholder approvals, regulatory filings and the ability of the combined company to satisfy Nasdaq listing requirements. Newbury Street II shareholders also retain redemption rights, which means the amount of cash available at closing can change materially from the headline estimate. The parties must complete the registration and proxy process before investors have the final disclosures necessary to vote on the transaction.

FORT also faces business risks independent of the merger. Robotics markets are developing unevenly, customers may take longer than expected to commercialize autonomous products, larger technology suppliers could expand into adjacent safety layers, and certification requirements vary across industries and jurisdictions. The company will need to keep its architecture sufficiently independent to serve competing robot manufacturers while integrating deeply enough with platforms such as NVIDIA’s to remain attractive.

That makes the proposed listing more interesting than a simple robotics-growth story. FORT is effectively asking public investors to value infrastructure that becomes more important if autonomous machines proliferate across industries. The opportunity can expand dramatically if physical AI moves into broad commercial deployment, but the company’s ultimate value will depend on whether safety, observability and cybersecurity become standardized recurring layers rather than project-specific components.