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Friday, November 13, 2026

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$NTWO, the SPAC taking robot-safety maker FORT Robotics public, may bring FORT only ~$41-59M of cash before fees, not the ~$74M its trust and private placement (PIPE) add up to, since the two overlap. The trust (the IPO cash held for shareholders) has ~$33M left after holders cashed out 82% of it on October 28, and the PIPE adds $41.25M. But PIPE investors can meet their commitments by keeping $NTWO shares in the trust instead of cashing them out, and the 10-Q says holders of ~1.41M shares (~$15M) had shown interest in doing so as of September 30, so the ~$74M counts those shares twice. The $41.25M PIPE sets the floor, and the other ~1.64M public shares in the trust add up to ~$17.8M more if their holders don't cash out at the merger vote. One cost did come down: BTIG, the bank that ran the 2024 IPO, agreed to take $2.0M at closing instead of $6.04M. The 10-Q also shows $NTWO hired Donerail, a firm affiliated with William Wyatt, as a deal advisor on September 29, the day Wyatt resigned from the board, for $350,000 plus a stake in 599,166 founder shares held by the sponsor (the group that set up $NTWO), so it barely touches FORT's cash. In my September 16 deep dive, the deal would bring in $200.8M before fees if no holders cashed out, or $39.73M if 95% did, so ~$41-59M lands it near the low end. So I read the deal as a ~$41M private round with a Nasdaq listing attached, plus whatever public holders decide to leave in the trust. What I'd want to see in the merger filing (S-4), which still hasn't been filed: 1) Revenue: FORT's audited 2025 revenue and its 2026 revenue through at least Q2. 2) New cash: How many of the ~1.41M shares end up counting toward the PIPE instead of new cash. 3) Fees: The full cost to close, which decides how much of the ~$41-59M FORT keeps.

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