Archimedes Tech SPAC amends Forge Nano merger S-4

Rhea-AI Filing Summary

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.

Key Figures

IPO size: $230 million IPO date: February 2025 Registration Statement file number: 333-295563 +4 more

7 metrics

IPO size $230 million Archimedes II completed a $230 million IPO in February 2025

IPO date February 2025 Month and year Archimedes II completed its $230 million IPO

Registration Statement file number 333-295563 File number of the Form S-4 registration statement for the Forge Nano combination

ATII Form 10-K fiscal year end December 31, 2025 Fiscal year end for ATII’s Annual Report referenced for participant information

Form 10-K filing date March 4, 2026 Date ATII filed its Annual Report on Form 10-K for the year ended December 31, 2025

Prior SPAC merger closing date April 2022 Month and year Archimedes’ prior SPAC closed its merger with SoundHound AI, Inc.

Form type of communication Form 425 Filed as a communication relating to the proposed business combination

Key Terms

registration statement on Form S-4, special purpose acquisition company, Atomic Layer Deposition, proxy statement/prospectus, +2 more

6 terms

registration statement on Form S-4 regulatory

"announced the filing ... of an amendment to the registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

special purpose acquisition company financial

"ATII was formed as a special purpose acquisition company, or SPAC"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

Atomic Layer Deposition technical

"pioneering Atomic Layer Deposition (“ALD”) technology for AI-era chip manufacturing"

Atomic layer deposition (ALD) is a precise manufacturing process that deposits materials one atomic layer at a time using repeated, controlled chemical steps, producing ultra-thin, highly uniform coatings even on complex shapes. It matters to investors because ALD enables smaller, faster, more power-efficient chips and more reliable sensors, batteries and optical parts, so companies with ALD capability can improve product performance and yield—like painting a detailed sculpture layer by layer for perfect, even coverage.

proxy statement/prospectus regulatory

"includes a proxy statement of ATII and a prospectus of Pubco"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"This communication includes forward-looking information about, among other topics"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

redemption requests financial

"risks related to the amount of redemption requests made by ATII’s public shareholders"

Redemption requests are investor demands to turn holdings in a fund or redeemable security into cash, effectively asking the issuer or manager to return their invested money. Large or sudden volumes of these requests matter because they can force managers to sell assets quickly, lower the value of remaining investors' holdings, and strain a fund’s ability to meet payouts — like many customers lining up at once to withdraw cash from a bank, potentially causing liquidity problems.

FAQ

What did Archimedes Tech SPAC Partners II Co. (ATII) announce in this Form 425 filing?

ATII announced that on September 2, 2026, it filed a third amendment to its registration statement on Form S-4 for the proposed business combination between its subsidiary ATII Holdings Inc. and Forge Nano, Inc., which still awaits SEC effectiveness.

What is the proposed business combination involving ATII (symbol ATII)?

The proposed business combination would merge ATII’s wholly owned subsidiary, ATII Holdings Inc., with Forge Nano, Inc.. The transaction is detailed in a Form S-4 registration statement containing a proxy statement/prospectus that will be mailed to ATII shareholders after SEC effectiveness.

Who is Forge Nano in the ATII (ATII) business combination?

Forge Nano is described as a U.S.-based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition (ALD) technology through its Atomic Armor™ platform for AI-era chip manufacturing and defense battery applications, providing nano-scale coatings to enhance performance of critical systems.

What are the next steps for ATII (ATII) shareholders in this SPAC transaction?

After the SEC declares the Form S-4 registration statement effective, ATII’s shareholders will receive the proxy statement/prospectus by mail and can then vote at an extraordinary general meeting on resolutions to approve the proposed business combination with Forge Nano.

How large was ATII’s IPO mentioned in the Form 425 communication?

ATII completed a $230 million IPO in February 2025. Its units, ordinary shares and warrants trade on Nasdaq under the symbols “ATIIU,” “ATII,” and “ATIIW”, respectively, as noted in the communication describing Archimedes II’s SPAC background.

Does this ATII (ATII) communication constitute an offer to buy or sell securities?

No. The communication states it is for information purposes only and explicitly says it is not an offer or solicitation to purchase, sell or subscribe for securities, and that any offer would only be made by a prospectus meeting Section 10 of the Securities Act.

What forward-looking risks are highlighted regarding the ATII–Forge Nano deal (ATII)?

The communication lists numerous forward-looking risks, including potential delays or termination of the business combination, failure to obtain shareholder approvals, legal proceedings, competition, technology development risks, production delays, redemption levels, and broader market, regulatory, and economic conditions, as detailed in the risk discussions and Form S-4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/02/2026 - 05:20 PM Accepted by SEC EDGAR 09/02/2026 - 05:18 PM Learn about SEC filing dates

Filed by ATII Holdings Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Companies: Archimedes Tech SPAC Partners II Co.

Commission File No. 001-42514

Forge Nano, Inc.

Commission File No. 333-295563

Date: September 2, 2026

On September 2, 2026, Archimedes Tech SPAC Partners II Co. published the following press release:

Archimedes Tech SPAC Partners II Co. Announces Filing of Third Amendment to Registration Statement on Form S-4 with the SEC

CLAYMONT, Del., September 2, 2026 — Archimedes Tech SPAC Partners II Co. (Nasdaq: ATII), a publicly traded special purpose acquisition company (“ATII” or “Archimedes II”), today announced the filing with the U.S. Securities and Exchange Commission (the “SEC”), on September 2, 2026, of an amendment to the registration statement on Form S-4 (File No.: 333-295563) (as may be amended from time to time, the “Registration Statement”) previously filed in connection with the previously announced proposed business combination with Forge Nano, Inc. (“Forge Nano”). The Registration Statement includes a preliminary proxy statement/prospectus and has not yet been declared effective. The Registration Statement was filed by ATII Holdings Inc. (CIK 0002101833), ATII’s wholly-owned subsidiary (“Pubco”), and Forge Nano (CIK 0001719324) and is available free of charge at the SEC’s web site at www.sec.gov.

ABOUT FORGE NANO

Forge Nano is a leading U.S. based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition (“ALD”) technology for AI-era chip manufacturing and defense battery applications via its platform technology, Atomic Armor™. Atomic Armor™ is a scalable, adaptable nano-scale coating system that strengthens America’s most critical systems — at the atomic level. The superior surface coatings produced by Forge Nano’s Atomic Armor™ process allows partners to unlock peak performance. Learn more at https://www.forgenano.com.

ABOUT ARCHIMEDES II

Archimedes II is a Cayman Islands exempted company led by Chairman Eric R. Ball and CEO Long Long and is comprised of technology investors, corporate finance veterans, engineers and SPAC specialists. ATII was formed as a special purpose acquisition company, or SPAC, for the purpose of effecting a merger with one or more businesses in the technology industry. Archimedes II completed its $230 million IPO in February 2025, and its units, ordinary shares and warrants currently trade on the NASDAQ under the ticker symbols “ATIIU,” “ATII” and “ATIIW,” respectively. The team’s prior SPAC, Archimedes Tech SPAC Partners Co., successfully closed its merger with SoundHound AI, Inc. in April 2022. Learn more at https://www.archimedesspac2.com.

IMPORTANT INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination, Pubco and Forge Nano have filed documents with the SEC, including the Registration Statement, which includes a proxy statement of ATII and a prospectus of Pubco, relating to the proposed business combination. After the SEC declares the Registration Statement effective, the Registration Statement will be mailed to ATII’s shareholders in connection with the proposed business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Any vote in respect of resolutions to be proposed at ATII’s extraordinary general meeting to approve the proposed business combination or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Registration Statement. Investors and security holders may obtain free copies of these documents (as they become available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov or by directing a request to: Archimedes Tech SPAC Partners II Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703.

PARTICIPANTS IN THE SOLICITATION

Each of ATII, Pubco, Forge Nano and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from shareholders of ATII in favor of the proposed business combination. Information about ATII’s directors and officers is set forth in ATII’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 4, 2026 and ATII’s other filings with the SEC. Additional information concerning the interests of ATII’s participants in the solicitation, which may, in some cases, be different than those of ATII’s shareholders generally, is set forth in the Registration Statement relating to the proposed business combination. These documents are available free of charge at the SEC’s web site at www.sec.gov.

NO OFFER OR SOLICITATION

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

FORWARD LOOKING STATEMENTS

This communication includes forward-looking information about, among other topics, the proposed business combination. All statements, other than statements of present or historical fact included in this communication regarding the proposed business combination, ATII’s, Pubco’s and Forge Nano’s ability to consummate the proposed business combination, the benefits of the proposed business combination and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this communication, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the current expectations and assumptions of ATII’s, Pubco’s and Forge Nano’s management about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, ATII, Pubco and Forge Nano disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.

ATII, Pubco and Forge Nano caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ATII, Pubco or Forge Nano. Risks and uncertainties include, among other things: (i) risks related to the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) risks related to the outcome of any legal proceedings that may be instituted against ATII, Pubco or Forge Nano following announcement of the transactions; (iii) risks related to the inability to complete the proposed business combination due to the failure to obtain approval of the shareholders of ATII, Pubco and Forge Nano, or other conditions to closing in the definitive agreement for the business combination; (iv) the risk that the proposed business combination disrupts ATII’s, Pubco’s or Forge Nano’s current plans and operations as a result of the announcement of the transactions; (v) risks related to Forge Nano’s ability to realize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of Forge Nano to grow and manage growth profitably following the proposed business combination; (vi) risks related to costs related to the proposed business combination; (vii) risks related to changes in applicable laws or regulations; (viii) risks related to Forge Nano’s ability to successfully develop and deploy new technologies to address the needs of its customers; (ix) risks related to the effects of competition on Forge Nano’s business, financial condition and results of operations; (x) risks related to the availability and cost of the raw materials necessary for the production of Forge Nano’s products; (xi) risks related to Forge Nano’s ability to meet the specifications and requirements of its customers or adequately provide them with effective support and services; (xii) risks related to delays in the construction and operation of production facilities; (xiii) risks related to intellectual property infringement, data protection, and other losses; (xiv) risks related to the amount of redemption requests made by ATII’s public shareholders; (xv) risks related to Forge Nano’s ability to operate effectively as a public company, including its ability to implement controls and procedures required for public companies following the business combination; (xvi) risks related to changes in domestic and foreign business, market, financial, political and legal conditions; (xvii) risks related to the possibility that ATII, Pubco or Forge Nano may be adversely affected by other economic, business, and/or competitive factors; and (xviii) other risks discussed in ATII’s Annual Report on Form 10-K and that are presented in the Registration Statement. There may be additional risks that ATII, Pubco or Forge Nano presently do not know or that ATII, Pubco or Forge Nano currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Should one or more of the risks or uncertainties described in this communication, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed or implied in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in ATII’s periodic filings with the SEC, including ATII’s Annual Report on Form 10-K, and the Registration Statement. These SEC filings are available free of charge on the SEC’s website at www.sec.gov.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of ATII, Pubco and Forge Nano described in the “Risk Factors” and “Forward-Looking Statements” sections of the Registration Statement and other documents filed or to be filed by any of them from time to time with the SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ATII, Pubco and Forge Nano assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. None of ATII, Pubco or Forge Nano gives any assurance that it will achieve its expectations.

Contact Information

Long Long

Chief Executive Officer

Archimedes Tech SPAC Partners II Co.

(725) 312-2430