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. (ATII) announced that the SEC declared effective on September 22, 2026, the registration statement for its proposed business combination with Forge Nano, Inc. The extraordinary general meeting to consider and vote on the transaction is scheduled for October 16, 2026, at 10:00 a.m. Eastern Time. Shareholders of record as of September 1, 2026, are eligible to attend and vote.
Closing remains subject to approval by shareholders of both Archimedes II and Forge Nano and other customary closing conditions. If completed, the combined company is expected to operate as Forge Nano Holdings, Inc. and be publicly listed on Nasdaq under the symbol NANO.
Archimedes Tech SPAC Partners II Co. (ATII) is asking shareholders to approve a proposed combination with Forge Nano; the prospectus covers up to 251,510,000 shares of common stock and 11,920,000 warrants of ATII Holdings Inc., to be renamed Forge Nano Holdings, Inc. ATII would merge into Pubco, followed at least one day later by two mergers involving Forge Nano, subject to approvals and closing conditions.
The Initial PIPE Investor has a $100 million commitment under terms expected to be amended and restated; the proposed amendment, not finalized or executed, calls for 7,000,000 shares, pre-funded warrants for 3,000,000 shares, and warrants for 15,000,000 shares. Additional PIPE agreements provide for 2,300,000 shares at $10.00 per share, for a $23 million purchase price, subject to closing. Up to 90,000,000 earn-out shares depend on share-price or revenue milestones during the five years after closing.
The meeting is set for October 16, 2026. Public shareholders may redeem for an illustrative approximately $10.62 per share, based on the June 30, 2026 trust balance; redemption procedures are due by 5:00 p.m. Eastern Time on October 14, 2026. The proxy also describes differing interests of ATII’s sponsor, directors and officers relative to public shareholders.
Archimedes Tech SPAC Partners II Co. (ATII) filed a transcript of Forge Nano’s September 22, 2026 investor update on the proposed business combination with ATII and Pubco. Forge Nano described its Atomic Armor atomic layer deposition platform and updates in semiconductor equipment, batteries and coatings. It said it had agreed to acquire parylene-coating company HzO, and cited a Samsung battery partnership and a joint development agreement with Nanexa for commercial-scale pharmaceutical manufacturing equipment.
Forge Nano’s CFO projected revenue of $40 million in 2026 and $76 million in 2027, based on current orders, pipelines and capabilities. The Morrisville facility’s 3-gigawatt battery capacity is expected to come online over 2028; Forge Nano described output of about 150 million cells per year on average. Management said the PIPE increased to up to $123 million, following a $97 million Series D fundraising, and cited 21 gigawatt-hours of battery offtake LOIs across several customers. Forge Nano also reported almost 30% higher light transmission for a photonics application compared with legacy processes. The proposed business combination remains subject to regulatory approvals, definitive agreements and other customary conditions.
Archimedes Tech SPAC Partners II Co. (ATII) describes an Analyst & Investor Update webcast held by Forge Nano, Inc. on September 22, 2026 discussing the proposed business combination among ATII, ATII Holdings Inc. (Pubco) and Forge Nano. The communication highlights the Form S-4 registration statement, proxy process, and extensive forward-looking risk factors related to completing and operating the combined company.
Archimedes Tech SPAC Partners II Co. (ATII), through its wholly owned subsidiary ATII Holdings Inc., reports that merger partner Forge Nano, Inc. will host a pre-listing investor and analyst webcast on September 22, 2026 at 10 a.m. ET to discuss developments related to their proposed business combination.
The update will cover strategic partnerships, capital formation, commercial progress and manufacturing milestones ahead of Forge Nano’s anticipated Nasdaq listing. The communication also highlights that a registration statement on Form S-4 containing a proxy statement and prospectus has been filed, and urges careful review of these SEC materials and risk factors before any voting decision.
Archimedes Tech SPAC Partners II Co. (ATII) announced that, on September 2, 2026, it filed a third amendment to its registration statement on Form S-4 related to its previously announced proposed business combination with Forge Nano, Inc. The Form S-4, filed by ATII’s wholly owned subsidiary ATII Holdings Inc. and Forge Nano, includes a preliminary proxy statement/prospectus and has not yet been declared effective by the SEC.
Once effective, the proxy statement/prospectus will be mailed to ATII shareholders for use in voting on the proposed transaction. The communication outlines Forge Nano’s business in semiconductor equipment and advanced materials, describes ATII’s SPAC background and prior SPAC transaction, and emphasizes that this is not an offer or solicitation, while highlighting extensive forward-looking statement and risk-factor disclosures.
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.