Fajasy on X
Here's the original deep dive on $NTWO:
NASDAQ
Newbury Street II Acquisition Corp
NTWO $101M
Cap as of Nov 11 9 stories
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Fajasy on X
$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.
Fajasy on X
Read the 8-K on the redemptions here: Here's the original deep dive on $NTWO:
Fajasy on X
Newbury Street II $NTWO, the SPAC taking robot-safety maker FORT Robotics public, just lost 82% of the cash in its trust to redemptions at its October 28 extension vote, before the merger filing (S-4) is even public! Holders of 14.2M of its 17.25M public shares cashed out at $10.85/share, or $154.3M, leaving 3.05M shares and ~$33M in the trust. The vote also pushed $NTWO's deadline to close the FORT merger from November 4 to February 4, 2027. $NTWO's PIPE (a private placement that funds at the merger close) is now bigger than the trust, at $41.25M after Tiger Global, a FORT investor since 2022, added $10M on October 21. Tiger is also leading a ~$10M round with Mark Cuban Companies that goes straight into FORT, outside the SPAC. On today's commitments, the trust and the PIPE add up to ~$74M at most before fees, vs. the $200.8M of trust and PIPE money the August 2026 investor deck assumed with no redemptions. PIPE investors can also meet their commitments by not redeeming shares they already hold, so cash at close could come in below ~$74M even with no more redemptions. In my September 16 deep dive, I called this vote's redemption rate the first read on how much of the trust reaches FORT, and the trust is down from $185.1M (as of June 30) to ~$33M. So I read the deal as turning into a private round with a Nasdaq listing attached, since the PIPE now brings in most of the cash. PIPE investors get in at ~$7/share once the free shares from the SPAC's sponsor and FORT are counted, vs. $10.85 for the holders who just redeemed. How much of the ~$33M do you think is still there after the merger vote? I'd rather see three numbers in the S-4 before the merger vote: 1) Revenue: FORT's audited 2025 revenue and its 2026 revenue through at least Q2. 2) New money: How much of the $41.25M PIPE is fresh cash rather than shares already in the trust. 3) Fees: How much of the deck's $19.0M of deal costs remains, against ~$74M of cash at most.
Fajasy on X
@CallsPuts1 That leaves roughly $33M in trust at ~$10.90/share for $NTWO, a long way from the $185.8M of cash at close the deck modeled with no redemptions. And 3.05M public shares is only ~4% of the 74.2M pro forma count, so the float after close gets thin.
Fajasy on X
$NTWO 👀
Fajasy on X
Newbury Street II $NTWO, the SPAC taking robot-safety maker FORT Robotics public, closed at $10.81 on October 9, below the cash in its trust. The final proxy for its October 28, 2026 extension vote, filed the same day, shows $186.9M in the trust as of October 7, or $10.833/share. The vote would push Newbury's deadline for closing the deal from November 4 to February 4, 2027, and holders who want to cash out at $10.833 have until 5pm EST on October 26 to submit their shares. The proxy also says the S-4 (the merger filing) is still "to be filed," 52 days after FORT CEO Samuel Reeves told employees to expect it "in the coming weeks." So at $10.81, the market values the FORT deal at zero, and holders who skip this redemption can still cash out at the merger vote, once they've seen the S-4.
Fajasy on X
@stepnotonpets And each layer already has a competitor. Pilz and $ROK sell SIL 3 wired safety controllers, and Scanreco says it's shipped 700,000+ SIL 3 remotes vs FORT's 19,500+ units. But neither's built wireless stops managed across a mixed fleet like $NTWO.
Odd Diligence on X
$NTWO new DA with FORT Robotics, $500M EV, current price $11.17 ($10.78 NAV value for the SPAC) They build hardware and software for robotics to make them safe to operate - whereas CCXI (Agility Robotics) directly builds humanoids FORT Robotics partners with NVIDIA and Google. PIPE with Tiger Global, Prologis Ventures, Mark Cuban SPAC has 17.25M float. 6M shares traded so far- good start towards churning the arbs (im heavy long both ccxi + ntwo)
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