FORT Robotics, a security platform creating a “belief layer” for bodily AI, and Newbury Road II Acquisition Corp, a particular objective acquisition firm, have entered right into a definitive enterprise mixture settlement that may outcome within the mixed firm changing into a publicly traded firm.
Upon closing of the enterprise mixture, the mixed firm will probably be named FORT Robotics Holdings, Inc. and is predicted to be listed on the Nasdaq Inventory Market (Nasdaq) beneath the brand new ticker image “FROB”, topic to regulatory approvals.
The transaction values the mixed firm at a pro-forma enterprise worth of $556.6 million (pre-money fairness worth of $500.0 million).
Constructing belief in bodily AI
FORT Robotics was based in 2018 and has since grow to be a number one supplier of security options throughout the robotics business, trusted by greater than 600 prospects together with Agility Robotics, Google DeepMind, Cobot, Zoox, RIVR, Carnegie Robotics, Textron, Forterra, Genie, Ocado, Oxa, DoorDash and lots of others.
The corporate is backed by traders together with Tiger International, Mark Cuban Corporations, Prologis Ventures, and 5 Eleven Companions and not too long ago introduced a strategic collaboration with Nvidia as a part of the Halos for Robotics ecosystem.
The corporate grew out of founder and CEO Samuel Reeves’s earlier firm Humanistic Robotics, which constructed robots to clear landmines.
FORT’s management and board carry deep working expertise from throughout the robotics and industrial-automation panorama. The post-closing board of administrators is predicted to incorporate Sally Miller, DHL Provide Chain International CIO, Jennifer Vescio, former government at Uber, Vijay Kumar, Dean of Engineering on the College of Pennsylvania, and Karl Iagnemma, CEO at Vecna Robotics.
FORT’s Belief Layer serves because the foundational security infrastructure for the subsequent era of bodily AI, enabling autonomous machines from completely different producers to function safely alongside people and inside shared environments.
The platform, which is backed by 25 patents and has been licensed to satisfy Security Integrity Stage 3 per IEC 61508, is deliberately machine-and application-agnostic, designed to function a common layer of belief throughout mixed-machine workspaces.
In Could 2026, FORT expanded The Belief Layer by way of the acquisition of Mapless AI, a full-stack, safety-first teleoperation firm, including distant human-in-the-loop management and onboard lively security to FORT’s current platform.
The security crucial: Unlocking potential for robotics
“Bodily AI will change the best way we work in each business, and this will probably be a recreation changer for employees, organizations and governments worldwide,” stated Samuel Reeves, founder and CEO of FORT Robotics.
“Nevertheless, these new machines include a totally new and completely different threat profile, and that have to be addressed earlier than autonomous programs can scale.
“FORT’s mission is to ‘guarantee robots trigger no hurt’ and we’re devoted to pioneering and constructing a shared framework for belief that robotic producers, integrators, finish customers, regulators, insurers, governments and every other occasion can depend on.
“How we belief bodily AI will probably be one of many defining questions of our time and answering will probably be a key enabler that may transfer these subsequent era machines from remoted pilot applications to actual, scalable adoption.”
Thomas Bushey, CEO of Newbury Road II, added: “Newbury Road II is proud to accomplice with FORT, a category-defining platform addressing one of many world’s most advanced infrastructure challenges. The robotics revolution is at an inflection level, and we consider FORT’s common layer of belief can speed up widespread adoption.
“We look ahead to supporting Samuel and the group as they advance FORT’s horizontal platform for bodily AI — as a public firm, we consider FORT is effectively positioned to increase its management and create long-term shareholder worth.”
Commenting on the business momentum of bodily AI, Griffin Schroeder, accomplice at Tiger International, stated: “As bodily AI strikes into core industrial infrastructure, security is paramount.
“FORT has constructed a important, machine-agnostic belief layer that permits enterprise autonomy to scale safely. We’re excited to help Samuel and the FORT group as they construct on their momentum and enter this subsequent chapter.”
Key monetary and operational highlights
- Robust t-line momentum: FORT’s 2025 income compounded at a 62 % year-over-year progress fee, together with 91 % progress amongst its mature enterprise accounts (prospects spending greater than $100,000 yearly with FORT), positioning FORT among the many fastest-growing corporations within the robotics security class because the broader bodily AI market scales.
- Excessive-margin, capital-efficient profile: Maintained resilient standalone gross margins of 66 % in 2025 and 70 % in 2024, with long-term margin growth anticipated as premium software program options scale. Whereas income grew 62 % in 2025, working bills grew at a a lot decrease 19 %, demonstrating the operational leverage inherent within the enterprise. 2025 income per worker was $276,000, additional demonstrating FORT’s means to generate momentum whereas managing prices.
- De-risked buyer ecosystem: Broad diversification throughout main enterprise verticals has materially lowered single-customer threat, pushed by a 3.8x whole progress in six-figure prospects since 2021 with no single buyer representing greater than 9 % of 2025 income.
- Sturdy, compounding buyer base: Buyer cohorts acquired as early as 2019 proceed to generate income right this moment, with pre-2025 cohorts contributing an estimated 68 % of 2025 bookings. The platform is now deployed throughout greater than 19,500 models globally, reflecting deep, sticky buyer relationships and low churn central to the funding thesis.
Cumulative prospects have grown 2.6x and deployed models 3.7x since 2021, and the roughly two dozen mature enterprise accounts grew per-account spend by 27 % year-over-year in 2025, reflective of a land-and-expand engine layered on prime of the low-churn base.
Transaction overview
The enterprise mixture values the mixed firm at an implied professional forma enterprise worth of $556.6 million. The transaction is predicted to ship roughly $201 million in gross transaction proceeds, consisting of money held in Newbury Road II’s belief account (assuming no redemptions by Newbury Road II’s public shareholders) together with roughly $31 million of frequent fairness within the type of each PIPE (Non-public Funding in Public Fairness) and NRA funding from current and new institutional traders.
The enterprise mixture is predicted to inject roughly $182 million in internet money on to the stability sheet post-estimated transaction prices (assuming no redemptions by Newbury Road II’s public shareholders).
Proceeds from the enterprise mixture are anticipated to speed up product growth (together with next-generation security intelligence, observability and cybersecurity software program), scale international go-to-market and channel accomplice efforts, and help focused, high-synergy tuck-in M&A alternatives.
Present FORT shareholders will roll one hundred pc of their fairness into the enterprise mixture, retaining an estimated 67 % majority possession stake on an issued and excellent foundation within the mixed firm at closing, assuming no redemptions.
The boards of administrators of each FORT and Newbury Road II have every unanimously accepted the enterprise mixture, topic to, amongst different issues, the approval by Newbury Road II’s shareholders of the enterprise mixture, the closing of the concurrent PIPE transaction, satisfaction of situations said within the definitive settlement and different customary closing situations, together with that the US Securities and Alternate Fee completes its evaluation of the registration assertion on Kind S-4 and the proxy assertion/prospectus, the receipt of sure regulatory approvals and approval by Nasdaq to record the securities of the mixed firm. The enterprise mixture is predicted to shut within the fourth quarter of 2026.
