NTWO merger with FORT Robotics, Inc.
FORT Robotics, Inc.
Expected close, as filed: Q4 2026.
Announced 18 August 2026.
The symbol the combined company is expected to trade under.
FORT Robotics, Inc., founded in 2018 by Samuel Reeves and headquartered in Philadelphia, is a safety and security platform company that has branded itself "The Trust Layer for Physical AI." The platform serves as foundational safety infrastructure enabling autonomous machines from different manufacturers to operate safely alongside humans and within shared environments. FORT's technology is machine- and application-agnostic, combining three safety frameworks—human-in-the-loop control, inside-out safety, and outside-in safety—into a unified suite of hardware, software, and services. Its hardware portfolio includes wireless emergency stops, vehicle safety controllers, endpoint controllers, and safe remote controls, complemented by software for connectivity aggregation, remote operation, and fleet management. The platform is backed by 25 patents and certified to Safety Integrity Level 3 per IEC 61508, with worldwide regulatory certifications including FCC, CE Mark, and Giteki Mark. FORT serves more than 600 customers globally across industries including humanoid robotics, warehousing, transportation, manufacturing, construction, agriculture, mining, energy, and defense, with notable clients such as Agility Robotics, Google DeepMind, Cobot, Zoox, DoorDash, Textron, Ocado, Oxa, and Carnegie Robotics. The company grew out of Reeves's previous venture, Humanistic Robotics, which built robots for landmine clearance—a decade of work that revealed the absence of safety infrastructure for autonomous machines operating in real-world environments.
FORT has raised approximately $57 million across three funding rounds, most recently a $19 million Series B in August 2025 led by Tiger Global Management, with earlier rounds including a $13 million Series A in March 2021 and a $25 million Series B in July 2022. Backers include Tiger Global, Mark Cuban Companies, Prologis Ventures, Five Eleven Partners, Prime Movers Lab, Highland Capital Partners, and Lemnos Labs, among others. The company demonstrated strong commercial momentum heading into its public listing, with 2025 revenue growing 62 percent year-over-year—including 91 percent growth among customers spending more than $100,000 annually—while operating expenses grew only 19 percent. FORT reported standalone gross margins of 70 percent in 2024 and 66 percent in 2025, revenue per employee of $276,000, and no single customer representing more than 9 percent of 2025 revenue. The company has deployed more than 19,500 units globally and has grown its six-figure customer base by 3.8 times since 2021. FORT's leadership team includes founder and CEO Samuel Reeves, founding CTO Nathan Bivans—who sits on the U.S. Technical Advisory Group to ISO TC 200 for safety standards development—head of product
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- $31M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is filed; the terms are in a document we have not read, and an unread term is left blank rather than assumed to be plain common stock at $10.00.
the “ Lock-Up Period ”) commencing from the Closing and ending on the earlier of (x) the one-year anniversary after the date of the Closing, (y) the date upon which the last reported sale price of SPAC Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share subdivisions, share consolidations, share capitalizations, stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Day period, commencing at least one-hundred and fifty (150) days after the Closing, and (z) the date after the Closing upon which SPAC completes a liquidation, merger, stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of SPAC’s stockholders having the right to exchange their equity holdings in SPAC for cash, securities or other propertymore ▾less ▴
Sponsor shall, subject to and conditioned upon the Closing occurring, automatically and irrevocably surrender and forfeit, for no consideration, 348,917 Founder Shares (the “ Forfeited Sharesmore ▾less ▴
Three different numbers are all called the deal value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What FORT Robotics, Inc. on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
assumes 0% redemptions
Every share of the combined company, marked at the reference price, once the deal closes — the business PLUS the cash that arrives with it. This is the figure press headlines quote, and it is bigger than the business for that reason alone.
assumes 0% redemptions
Money the transaction puts INTO the company. It is counted inside the equity value above, which is why it comes straight back out to reach the figure below — nobody pays a revenue multiple for a bank balance.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for FORT Robotics, Inc. appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
What qualifies these figures
- The equity and cash figures above assume NOBODY REDEEMS — the filing's own assumption, and the most favourable one available to it. Public shareholders in this market frequently redeem most of a trust; at a higher rate both figures fall together and the enterprise value the multiples are struck on does not move.
- The announced headline of $500M and the filed pro-forma equity value of $742.4M are not the same number. Both are recorded as stated; we have not reconciled them for you.
All figures above are stated in EX-99.2 deck0001213900-26-090994
Pro Forma Capitalization table, EX-99.1 investor presentation. Sources $700.8M = FORT rollover equity 500.0 + Newbury II cash in trust 169.6 + PIPE/NRA 31.3; uses = cash to balance sheet 181.8 + estimated transaction costs 19.0. The $31.3M of "incremental financing" is 15.8 PIPE + 15.5 NON-REDEMPTION agreements — an NRA is a holder promising not to withdraw, not new cash, so only 15.8 is money arriving. Footnote (4): trust balance as of 6/30/2026, excludes proceeds subject to non-redemption agreements at announcement, "May not be indicative of final redemption levels" — the table therefore assumes 0% redemptions.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: FORT Robotics, Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
FORT Robotics Inc. FORT Robotics is The Trust Layer for Physical AI, with the charter of making autonomous machines safe, secure, and reliable enough to deploy at scale alongside humans. Partnering with FORT gives robot manufacturers and end users the ability to certify safety, maximize efficiency, AND gain time to market speed. Since its founding in 2018, FORT has become a leading provider of safety solutions across the robotics industry and used across warehousing, transportation, manufacturing, construction, agriculture, mining, energy, defense, and other industries. FORT has secured 25 patents and deployed more than 19,500 units to a global base of over 600 customers including Fortune 500 category leaders. More information at www.fortrobotics.com
Founded 2018.
FORT Robotics, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what FORT Robotics, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for FORT Robotics, Inc., so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $556.6M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Pro-forma enterprise value as filed.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.