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. received an amended Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting passive ownership of Ordinary Shares. The reporting group collectively reports beneficial ownership of 1,367,830 Shares, representing 4.6% of the Ordinary Shares outstanding, based on 29,590,000 Shares issued and outstanding as stated in the company’s 10-Q filed on August 13, 2026.
The Shares are held directly by Tenor Opportunity Master Fund, Ltd., while Tenor Capital acts as its investment manager and Robin Shah is the managing member of the general partner of Tenor Capital. The group reports no sole voting or dispositive power, but shared voting and dispositive power over the 1,367,830 Shares. Each reporting person expressly disclaims beneficial ownership except to the extent of any pecuniary interest and notes that ownership is now 5 percent or less of the class.
Archimedes Tech SPAC Partners II Co. reported a net loss of $136.8 million for the quarter and $135.0 million for the six months ended June 30, 2026, driven primarily by a $100.0 million PIPE subscription expense and a $37.9 million increase in the related derivative liability. Cash outside the trust was $414,970, with a working capital deficit of $138.0 million, while $244.2 million remained in the Trust Account for redemptions and the proposed business combination.
The company signed a Merger Agreement with Forge Nano, Inc. valuing Closing Payment Shares off a $1.2 billion reference amount, plus up to 90,000,000 earn-out shares over five years, and structured a $100.0 million PIPE Subscription (10,000,000 Pubco shares and 15,000,000 warrants) plus an additional $23.0 million PIPE Financing. Management disclosed that limited liquidity and the need to complete a business combination by November 12, 2026 raise substantial doubt about the company’s ability to continue as a going concern.
ATII Holdings Inc. and Forge Nano, Inc. describe their planned SPAC business combination and Forge Nano’s growth strategy in a detailed interview. Forge Nano highlights a new strategic partnership with Samsung SDI to help scale lithium-ion battery manufacturing, comparing it to the Tesla–Panasonic model. Construction of a North Carolina battery facility is expected to take about 18 months from breaking ground to tool commissioning.
The company explains its atomic layer deposition (ALD) equipment, which it says can run at nearly 10× industry-average speeds and about 100× precursor efficiency, enabling advanced semiconductor and data-center applications, including 3D packaging through-silicon vias. Forge Nano notes long-standing work with aerospace and defense customers and cites $100 million in Department of Energy support for its battery facility. Proceeds from the SPAC and PIPE capital are expected mainly to expand semiconductor tool-build capacity and complete a 300 millimeter ALD platform, with remaining funds supporting overhead until anticipated breakeven.
Archimedes Tech SPAC Partners II Co. is advancing its proposed business combination with Forge Nano, Inc. by filing an amendment to the joint registration statement on Form S-4 with the SEC on July 24, 2026. The Form S-4, filed by ATII Holdings Inc. and Forge Nano, includes a preliminary proxy statement/prospectus and has not yet been declared effective.
The transaction would combine ATII, a $230 million IPO-stage technology-focused SPAC, with Forge Nano, a U.S.-based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition technology for AI-era chip manufacturing and defense battery applications. After the Form S-4 is declared effective, materials will be mailed to ATII shareholders for voting on the business combination.
The communication highlights that ATII, Pubco and Forge Nano may be deemed participants in the proxy solicitation and outlines extensive forward-looking statement disclaimers and risk factors, including potential delays, required shareholder approvals, market conditions, competitive dynamics, and operational execution risks for Forge Nano and the post-combination company.
Archimedes Tech SPAC Partners II Co. reports that its subsidiary Pubco entered into Subscription Agreements for a PIPE Financing tied to the proposed business combination with Forge Nano. Pubco will sell 2,300,000 shares of Pubco Common Stock at $10.00 per share, for expected gross proceeds of approximately $23,000,000, in a private placement relying on Section 4(a)(2) of the Securities Act.
The PIPE Closing will occur substantially concurrently with, and is contingent upon, consummation of the business combination and satisfaction of customary conditions. Pubco will file a resale registration statement within 30 days after the Closing Date, seek effectiveness within 60–90 days, keep it effective for up to three years, and has agreed to adjust PIPE Financing Terms if more favorable stock issuances occur within 12 months, subject to Exempt Issuances including up to $60,000,000.
Archimedes Tech SPAC Partners II Co. and its merger partner Forge Nano, Inc. lined up additional private capital to support their proposed business combination. Pubco, the post‑merger holding company, agreed to sell 2,300,000 shares of Pubco Common Stock at $10.00 per share in a PIPE, for about $23 million in gross proceeds, to close substantially concurrently with the merger.
Including this tranche, Forge Nano now has $123 million of committed PIPE financing and has closed a $97 million Series D round, which together with $244 million of Archimedes II cash in trust could provide over $367 million of cash at listing, assuming no redemptions. Samsung SDI is investing $20 million, split between the PIPE and Series D, with participation from Horizons Ventures. The PIPE shares are being issued in a private placement relying on Securities Act section 4(a)(2), with Pubco committing to file a resale registration statement within 30 days after closing and keep it effective for up to three years. Subscription Agreements also include a most‑favored‑nation provision requiring Pubco to match more favorable equity terms, subject to defined Exempt Issuances, during the 12 months following closing. The business combination is expected to close in the second half of 2026, subject to shareholder approvals and customary conditions.
Archimedes Tech SPAC Partners II Co. disclosed a proposed business combination with Forge Nano, Inc. and attached a Forge Nano press release describing a strategic partnership with Samsung SDI to support U.S. production of advanced battery cells. The press release states Forge Nano will build a 3 GWh per year plant in Morrisville, NC, expects facility operations by 2028, and has a conditional procurement agreement with Samsung SDI for cells beginning in 2028. Forge Nano plans to invest $300–$330 million in the plant, subsidized by a $100 million Department of Energy grant. Archimedes II filed a Merger Agreement dated April 20, 2026 and a Registration Statement on Form S-4 that will include a proxy statement/prospectus; the Registration Statement must be declared effective by the SEC before mailing to shareholders.
Archimedes Tech SPAC Partners II Co. reports that its merger partner Forge Nano has signed a landmark strategic partnership with Samsung SDI to build a large U.S. battery plant. Samsung SDI will help construct a 3 GWh per year battery Gigafactory in Morrisville, North Carolina.
Forge Nano plans to invest between $300 and $330 million in the facility, supported by a $100 million grant from the U.S. Department of Energy. The plant is expected to be fully operational by 2028 and will produce both Samsung SDI cells and Forge Nano’s Atomic Armor-branded cells.
Samsung SDI has also agreed to a conditional procurement arrangement to buy battery cells from the Gigafactory starting in 2028, and Forge Nano will distribute Samsung SDI battery cells in the U.S. The partnership and plant development proceed alongside the previously announced business combination between Archimedes II and Forge Nano, which is being detailed in a Form S-4 registration statement and related proxy materials for Archimedes II shareholders.
Archimedes Tech SPAC Partners II Co. filed an amendment to its Form S-4 registration statement on June 22, 2026 in connection with its proposed business combination with Forge Nano, Inc. The Registration Statement includes a preliminary proxy statement/prospectus and has not yet been declared effective.
Archimedes II completed a $230 million IPO in February 2025; its units, ordinary shares and warrants trade on Nasdaq under the symbols ATIIU, ATII and ATIIW.
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.