Newbury Street II Engages Donerail for Fort Robotics Merger Advisory Services

Newbury Street II Acquisition Corp has entered into an engagement letter with Donerail Group & Co LLC to provide transaction advisory services in connection with its proposed business combination with Fort Robotics, Inc. The agreement, signed on September 29, 2026, outlines a compensation structure for Donerail's involvement in the merger process.

Under the terms of the Donerail Agreement, Donerail is entitled to a cash compensation of $350,000, referred to as the Donerail Cash Fee. Additionally, Newbury Street II has agreed to reimburse Donerail for reasonable expenses, including legal fees, up to $75,000 upon the closing of the proposed business combination. The agreement stipulates that Donerail may be terminated by either party with 15 days' notice for convenience or 30 days' notice for cause. If terminated, Donerail remains eligible for its fees if the business combination with Fort Robotics is completed within 12 months of the termination date.

In conjunction with the engagement, Newbury Street II Acquisition Sponsor LLC, the sponsor of the blank check company, entered into a Securities Grant Agreement. This agreement provides for the grant of approximately 599,166 Class B ordinary shares to Donerail or its designees upon the closing of the transaction, with an equal amount of shares to be forfeited by Thomas Bushey, the managing member of the Sponsor. The agreement also includes general releases between the parties.

William Zachre Wyatt, a member of Newbury Street II's board of directors, resigned from the board effective September 29, 2026. Mr. Wyatt resigned to eliminate potential conflicts of interest arising from his role as an affiliate of Donerail, which is providing advisory services to the company. Concurrently, Anthony James Vinciquerra, a director of Newbury Street II, is entitled to receive 50% of the net economic interests of the Donerail Cash Fee and the Donerail Equity Compensation.

The filing also confirms that Newbury Street II and Fort Robotics have submitted a draft registration statement on Form S-4 to the SEC on September 29, 2026. This submission is a key step toward completing the previously announced business combination, which is expected to close in the fourth quarter of 2026 or the first quarter of 2027. Upon completion, the combined company will be named FORT Robotics Holdings, Inc. and is expected to list on the Nasdaq Stock Market under the ticker symbol FROB.