{"filing":{"accession_number":"0001185185-26-004909","cik":"0002028027","ticker":"NTWOU","company_name":"Newbury Street II Acquisition Corp","form":"8-K","filing_date":"2026-10-22","report_date":"2026-10-21","primary_document":"ntwo28k425102126.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2028027/000118518526004909/ntwo28k425102126.htm"},"events":[{"id":37075,"run_id":34175,"accession_number":"0001185185-26-004909","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Newbury Street II Acquisition Corp entered into an Agreement and Plan of Merger dated August 17, 2026, with Fort Robotics, Inc., constituting a SPAC business combination transaction. The merger is expected to create a publicly traded company focused on physical AI deployment, with planned Nasdaq listing under ticker 'FROB' and committed PIPE financing of over $50 million.","company_name":"Newbury Street II Acquisition Corp","ticker":"NTWOU","filing_date":"2026-10-22","form":"8-K","submitted_at":null,"items":[{"id":41667,"accession_number":"0001185185-26-004909","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a material definitive Agreement and Plan of Merger dated August 17, 2026, between Newbury Street II Acquisition Corp, its subsidiary Hugo Merger Sub Inc., and Fort Robotics, Inc., constituting a business combination transaction. The disclosure also covers contemporaneous PIPE subscription agreements totaling $41.25 million in committed capital ($31.25 million initial + $10 million October tranche), which are integral financing components of the proposed merger. This is a classic SPAC merger with committed equity financing—a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-22T12:31:50.831857+00:00","company_name":"","ticker":null,"filing_date":""},{"id":41668,"accession_number":"0001185185-26-004909","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered securities to be issued under the \"October PIPE Subscription Agreement\" in reliance on Section 4(a)(2) and Regulation D exemptions. The press release confirms approximately $20 million in new commitments from Tiger Global and Mark Cuban Companies, bringing total committed PIPE capital to over $50 million in connection with FORT's proposed business combination with Newbury Street II. This is a classic private investment in public equity (PIPE) transaction—unregistered equity issuance by a SPAC to raise capital ahead of a merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-22T12:31:50.831857+00:00","company_name":"","ticker":null,"filing_date":""},{"id":41669,"accession_number":"0001185185-26-004909","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses Fort Robotics' proposed business combination with Newbury Street II Acquisition Corp, a SPAC transaction. The Item 7.01 disclosure references the signing of a PIPE Subscription Agreement and announces approximately $20 million in additional funding in connection with the business combination. The press release (Exhibit 99.1) explicitly states the transaction is expected to create \"the first publicly traded company dedicated principally to the safe and scalable deployment of physical AI\" with a planned Nasdaq listing under ticker \"FROB.\" This is a material acquisition/change of control event involving a merger between a private company (Fort Robotics) and a blank-check company (Newbury Street II).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-22T12:31:50.831857+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":41667,"accession_number":"0001185185-26-004909","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a material definitive Agreement and Plan of Merger dated August 17, 2026, between Newbury Street II Acquisition Corp, its subsidiary Hugo Merger Sub Inc., and Fort Robotics, Inc., constituting a business combination transaction. The disclosure also covers contemporaneous PIPE subscription agreements totaling $41.25 million in committed capital ($31.25 million initial + $10 million October tranche), which are integral financing components of the proposed merger. This is a classic SPAC merger with committed equity financing—a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-22T12:31:50.831857+00:00","company_name":"Newbury Street II Acquisition Corp","ticker":"NTWOU","filing_date":"2026-10-22"},{"id":41668,"accession_number":"0001185185-26-004909","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered securities to be issued under the \"October PIPE Subscription Agreement\" in reliance on Section 4(a)(2) and Regulation D exemptions. The press release confirms approximately $20 million in new commitments from Tiger Global and Mark Cuban Companies, bringing total committed PIPE capital to over $50 million in connection with FORT's proposed business combination with Newbury Street II. This is a classic private investment in public equity (PIPE) transaction—unregistered equity issuance by a SPAC to raise capital ahead of a merger.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-22T12:31:50.831857+00:00","company_name":"Newbury Street II Acquisition Corp","ticker":"NTWOU","filing_date":"2026-10-22"},{"id":41669,"accession_number":"0001185185-26-004909","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses Fort Robotics' proposed business combination with Newbury Street II Acquisition Corp, a SPAC transaction. The Item 7.01 disclosure references the signing of a PIPE Subscription Agreement and announces approximately $20 million in additional funding in connection with the business combination. The press release (Exhibit 99.1) explicitly states the transaction is expected to create \"the first publicly traded company dedicated principally to the safe and scalable deployment of physical AI\" with a planned Nasdaq listing under ticker \"FROB.\" This is a material acquisition/change of control event involving a merger between a private company (Fort Robotics) and a blank-check company (Newbury Street II).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-22T12:31:50.831857+00:00","company_name":"Newbury Street II Acquisition Corp","ticker":"NTWOU","filing_date":"2026-10-22"}]}