Welcome to our dedicated page for Archimedes Tech SPAC Partners II Co. SEC filings (Ticker: ATII), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Archimedes Tech SPAC Partners II Co. filings document the regulatory record of a blank-check company, including 8-K material-event reports, material definitive agreements, shareholder voting matters, and capital-structure disclosures. The filings address SPAC security structure, including ordinary shares and warrants traded under ATII and ATIIW, as well as risk factors and operating and financial results.
Its SEC disclosures also cover governance, redemption-related mechanics, trust-account and extension matters, and other formal records associated with the company’s SPAC structure.
Archimedes Tech SPAC Partners II Co. reported first‑quarter 2026 net income of $1,704,803, driven almost entirely by interest on its Trust Account while it remains pre‑revenue. General and administrative expenses were $448,673, reflecting costs to operate and pursue a transaction.
Total assets were $243,221,691 as of March 31, 2026, including $242,002,931 held in a Trust Account for 23,000,000 redeemable public shares. Outside the trust, cash was $1,077,839 to fund deal‑related and operating expenses.
The company entered a Merger Agreement on April 20, 2026 to combine with Forge Nano, Inc. via a multi‑step re‑domiciliation and merger structure. Forge Nano equity holders are slated to receive “Closing Payment Shares” based on a $1,200,000,000 valuation, plus up to 90,000,000 earn‑out shares tied to post‑closing milestones.
A concurrent subscription agreement provides for a $100,000,000 PIPE into the future Pubco at closing. Management discloses substantial doubt about the ability to continue as a going concern if no business combination is completed by November 12, 2026, when the SPAC must liquidate and return trust funds to public shareholders.
Archimedes Tech SPAC Partners II Co. filed a registration statement on Form S-4 relating to its proposed business combination with Forge Nano, Inc. The Registration Statement (File No. 333-295563) was filed on May 5, 2026 and the preliminary proxy statement/prospectus has not yet been declared effective.
The press release notes that Pubco (ATII Holdings Inc.) and Forge Nano are parties to the Registration Statement and that ATII completed a $230 million IPO in February 2025. The communication urges shareholders to read the Registration Statement and related filings available at www.sec.gov.
Archimedes Tech SPAC Partners II Co. furnished an investor call transcript dated April 28, 2026 reviewing the previously announced proposed business combination with Forge Nano, Inc. The filing references a Merger Agreement dated April 20, 2026 and states ATII and Forge Nano intend to file a Registration Statement on Form S-4 containing a proxy statement/prospectus for shareholder approval.
The report notes the transcript is furnished as Exhibit 99.1 and clarifies the materials are being provided for information only, not a solicitation, and that investors should read the forthcoming registration statement and related documents filed with the SEC.
Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc. used an investor call to outline key terms of their proposed business combination and Forge Nano’s growth plans. Forge Nano expects about $317 million in net cash at closing from the SPAC trust and anticipated PIPE on a $1.2 billion pre-money valuation, implying roughly $1.6 billion enterprise value at completion. The deal includes an earnout of up to $900 million across share-price or revenue tiers and is targeted to close in Q3 2026. Management highlighted a three-phase strategy built around semiconductor ALD tools and lithium‑ion batteries, including a 3 GWh U.S. battery plant backed by a $100 million Department of Energy grant and a pipeline they say supports strong revenue growth through 2027 and beyond.
Archimedes Tech SPAC Partners II Co. announced a signed business combination agreement to take Forge Nano, Inc. public via a merger, disclosed in social media communications dated April 22, 2026. The release describes Forge Nano as an atomic layer deposition (ALD) technology company with applications in semiconductors and defense batteries and notes a $100M Department of Energy grant. ATII completed a $230 million IPO in February 2025 and its securities trade on NASDAQ under ATIIU, ATII, ATIIW. ATII and Forge Nano intend to file a Form S-4 registration statement (proxy statement/prospectus) with the SEC in connection with the proposed business combination; shareholders will receive the Registration Statement when available.
Archimedes Tech SPAC Partners II Co. entered into a definitive Agreement and Plan of Merger with Forge Nano, Inc. to effect a three-part business combination: a Delaware reincorporation of ATII into Pubco, a First Company Merger making Forge Nano a wholly owned subsidiary, and a Second Company Merger creating the surviving operating entity. The transaction contemplates Closing Payment Shares tied to a $1,200,000,000 denominator and an up to 90,000,000 share earn‑out payable upon cumulative milestones over a five‑year period. Concurrently, Pubco agreed to a $100,000,000 PIPE financing for 10,000,000 shares and 15,000,000 warrants exercisable at $10.00. Closing is subject to stockholder approvals, HSR clearance, SEC effectiveness of a Form S‑4, Nasdaq listing approval and other customary conditions; the parties expect a possible close as early as third quarter 2026.
Archimedes Tech SPAC Partners II Co. agreed to merge with Forge Nano, Inc. and re-domesticate into Delaware via a new holding company, Forge Nano Holdings Inc. ATII will merge into Pubco, then Pubco will acquire Forge Nano through a two-step merger, leaving Forge Nano as an indirect wholly owned subsidiary.
Forge Nano stockholders will receive Pubco common stock valued using $1,200,000,000 divided by $10.00, subject to adjustments for certain convertible securities, plus up to 90,000,000 additional earn-out shares if performance milestones are met over five years. A concurrent PIPE will provide $100,000,000 in funding through the sale of 10,000,000 Pubco shares and PIPE warrants to purchase 15,000,000 Pubco shares at $10.00 per share.
Key investors and sponsors have signed support, lock-up and registration rights agreements, including lock-ups on Forge Nano holders expected to own about 56% of Pubco at closing (about 66% with maximum redemptions) and a commitment by the sponsor to contribute up to 3,300,000 ATII shares to secure financing. The business combination is expected to close as early as the third quarter of 2026, subject to shareholder approvals, regulatory clearances, an effective Form S-4 and Nasdaq listing of Pubco shares.
Archimedes Tech SPAC Partners II Co. filed its annual report outlining its structure, IPO proceeds and current cash position as a newly formed SPAC. The company completed an IPO on February 12, 2025, selling 23,000,000 units at $10.00 each for gross proceeds of $230,000,000, plus 840,000 private placement units for $8,400,000.
After costs, $231,150,000 was deposited into a trust account for public shareholders. As of December 31, 2025, the trust balance had grown to $239,860,969, invested in short-term U.S. government securities, while cash outside the trust was $1,362,766 for working capital.
The SPAC reported net income of $7,986,738 for 2025, driven mainly by interest on trust investments, and no operating revenues. It has up to 21 months from the IPO closing, until November 12, 2026, to complete an initial business combination in technology sectors such as artificial intelligence, cloud services and automotive technology, or it will liquidate and return trust funds to public shareholders.
Barclays PLC filed an amended Schedule 13G to report its beneficial ownership in Archimedes Tech SPAC Partner common stock. Barclays reports beneficial ownership of 1,148,590 common shares, representing 3.88% of the outstanding class as of the reported date.
Barclays states it has sole voting and sole dispositive power over all 1,148,590 shares, with no shared voting or dispositive power. The filing confirms that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Archimedes Tech SPAC Partners II Co. reported Q3 2025 results highlighting interest-driven income and a strong trust balance. Net income was $2,403,801 for the quarter, primarily from $2,546,478 of interest earned on the Trust Account, offset by $159,842 of general and administrative expenses.
As of September 30, 2025, the Trust Account held $237,491,299 and cash outside the trust was $1,409,116. The company completed its IPO on February 12, 2025, selling 23,000,000 units at $10.00 per unit (including the full 3,000,000 over-allotment), for $230,000,000 in gross proceeds, and a concurrent private placement of 840,000 units for $8,400,000. A deferred underwriting fee of $8,050,000 remains payable upon a business combination.
Ordinary shares subject to possible redemption totaled 23,000,000 at a redemption value of $10.33 per share as of September 30, 2025. Warrants outstanding were 11,920,000, each whole warrant exercisable at $11.50 per share under stated conditions. As of November 7, 2025, there were 29,590,000 ordinary shares issued and outstanding.