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: July 29, 2026
On July 29, 2026, SPACInsider published a podcast interview
featuring Paul Lichty, Founder and CEO of Forge Nano, Inc. A transcript of the podcast interview is set forth below:
Interviewer: So Paul, I
just wanted to start with some of the exciting news you've been able to announce this summer, starting with the launch of your strategic
partnership with Samsung SDI. Can you put into perspective how big that is for your plans?
Paul: Yeah, I mean,
our view is that is a huge and critical component for both our company and for the U.S. Battery industry is having these types of partnerships
with large organizations that have done this before. The manufacturing scale up hurdle, going from thousands or tens of thousands of cells
produced per year to hundreds of millions, is something that we've seen a lot of other companies really struggle with. And through this
partnership, we're going to be able to lean on their expertise to help eliminate our execution risk here. And so, we couldn't be happier
about it. We think it's fairly akin to, like the Tesla Panasonic deal that allowed Tesla to really get up and running and making good
products at scale quickly.
Interviewer: And you've
also set a date for breaking ground on your North Carolina manufacturing facility. What do the next steps look like at that site, and
when are you hoping to open it for real business?
Paul: Yeah, next steps.
We've gone through a lot of our design permitting, engineering equipment specification. So, breaking ground is really going to be scraping
portion of that lot that doesn't already have a building because we have to expand and build a second building for our formation equipment
and then finishing out the insides of that building with our dry rooms, electrical wastewater, all of that. We expect that to take about
18 months. And while we're doing that, we can be ordering and placing our equipment. And then, at that point, 18 months, we expect to
be able to turn it on and start doing our early commissioning of those tools.
Interviewer: Right. And
could you walk me through a little bit of your journey to this point? You know, I mean, Forge Nano has been making strides on both
the battery side and the semiconductor side since your founding in 2021. But what were some of the big turning points there that if sort
of gotten you to here?
Paul: Yeah, I mean,
we started the company in my garage and we bootstrapped it for about 7 or 8 years. And a lot of that journey was figuring out how to turn
what is a revolutionary technology into products and solutions that customers can purchase from you because, as great as any technology
is, you don't make money from it until you've turned it into a holistic solution, and that was a big part of our journey. And for myself,
just figuring out how to package this as something that solved a customer problem, not just something that we, we had conviction on. We
knew and understood that that this manufacturing approach was going to change the world. But how in very exacting details people could
engage with it. And then we raised our first capital in 2019, and from there, it's been kind of a continual go to the next scale, validate
the technology, work with customers to find product market fit, go to the next scale. Up to this point where we've got our two, main business
units making lithium ion batteries, for one, and then selling equipment into the semiconductor industry that make better chips.
Interviewer: Great. And
so what are some of the things that your chips and batteries are doing right now in the market?
Paul: Well, we sell, and
have had a history of selling batteries into the aerospace and defense communities. So we have launched ourselves up into space. We validated
with many different defense organizations and testing organizations for a whole host of applications. On the semiconductor side, ALD because
this is a, and I'll just pause real quick, it's atomic layer deposition. It's an atom by atom manufacturing process. So it gives you the
highest level of control that can physically be possible. And that is becoming more and more required for the next generation of chips
in order to follow Moore's Law, shrinking everything down to where atom level control is absolutely needed. And our big innovation, we
didn't develop ALD, we developed ways to scale it and make it manufacturable. So our ALD equipment enables a high amount of precision
at very rapid speeds, almost ten times what the industry averages, at very high efficiencies. So we're about, 100 times more efficient
with the expensive precursor utilization, and now where that technology can be used, is really broad. It can be dielectrics, it can be
interface layers, metalization layers. It can be encapsulation of finished products. We just published an article about our tools and
specifically our approach to ALD unlocking these really small, through silicon via coatings that are needed for 3D packaging, which is
one of the key challenges to reducing energy and heat for data centers, let's say. And we were able to show about 100x improvement in
our ability to conformally coat features that are extremely small that unlocked some pretty big capabilities when we're talking about
reducing energy for data centers.
Interviewer: And that gets
at some of, you know, what I wanted to get into next, which is also just, through this process, how have you been able to, develop some
moats around your specific innovations? Because, as you mentioned, I mean, some of these are some of the biggest problems that a
lot of technology companies are trying to sort their way through in their own ways.
Paul: Yeah, I think
we we've lucked out in two instances, the first one being in the right time and in the right place. My lab and my co-founders lab at University
of Colorado when we were getting our PhDs, was one of maybe a handful of labs around the country that was using this ALD technique to
for research purposes. And so we got a lot more experience using different chemistries, applying it to different applications. Then I
think the industry itself that grew up out of the semiconductor industry had been introduced to because typically you're solving, a very
defined set of problems, and then you're refining it down to very incredible level for the semiconductor industry. And we were able to
just shoot from the hip, coat all kinds of things. And that broad experience enabled us to innovate in ways that I don't think the large
companies out there or the traditional, material scientists would have been allowed to do. And through that, we've been able to create
a number of really high impact patents. We were able to identify other patents that were developed globally with some of these other research
institutes that were just sitting there. Because ALD historically has been kind of a process of last resort. When you think about building
something atom by atom, it can take a very long time to build any sort of appreciable coating and therefore, if there was any other way
to solve the problem you're trying to solve, you would do that instead of ALD. Unlock was our ability to spend that time to think about,
all right, this is an amazing manufacturing technique, how can we make it go faster? because that then unlocks its usability for, really
all kinds of different industry verticals.
Interviewer: Yeah. And
it's interesting, I looking through your materials, you have a slide where you're making the case about, you know, kind of the future
of all of this. And particularly as pertains to AI applications, data centers and things like that, and your central thesis that there's
going to be a lot more value on the hardware side of some of these next innovations than on the software side, of course, you know, in
some of the traditional computing, the cycles we've been through before, you know, the software has attracted a ton of the value, a lot
of the attention of the market. But you see it going differently in these coming years. Why is that?
Paul: I think we're already
seeing this happen. I think Groq is shifting over and leasing out its compute capacity. I think AI itself is kind of creating a commoditization
of the software piece where that used to be the difficult to replicate, high intellect piece AI because it is creating these incredible
capabilities is now made that a lot easier. We're seeing a lot more companies capable of making a better, you know, learning algorithm,
a better thinking process for their AI. And then just, frankly, leasing this. So I would put it more akin to what happened in servers
and the hardware there, and how, you know, AWS became such a monster because they invested in the infrastructure as opposed to the software
taking the cake. And that that really boils back down to the cost per compute. And that cost is a function of energy and, and a couple
other factors, but primarily energy. So anybody that can make hardware innovations that reduce cost per compute or energy per compute, I
think are going to then have the lower spend and then enable a whole host of these different AI agents, different companies that are going
to be built off of that platform to do what they want to do at a much cheaper price point. And so that's where it's kind of, and I'm biased
because I'm a material scientist. I'm going to say it's time for the material scientists and the hardware guys to shine again. And we're
kind of seeing that in the industry with NVIDIA obviously, taking off and some of the big shifts, towards hardware infrastructure, and
where people are investing.
Interviewer: Yeah. And
beyond the kind of the data center hardware and things like that, you have an interesting relationship with the U.S. government. And that
you've been able to gain, some meaningful support in some of your manufacturing plans and things like that. But also they are potentially
a very big client on the hardware side for some of these applications in defense and other things. So could you walk through some of the
things you have going on with them?
Paul: Yeah, a long time
ago, ten plus years ago, when we were searching around for where this technology can have a solution and then what markets are the best
beachheads for us, we identified this need from the government side to have these secure supply chains to have high performance products,
and really historically, that has been the incubation space for new innovations. They come through the Department of Defense. They come
through NASA, they come through different verticals where they can't compromise on performance, and your priorities are performance based,
not cost based, because otherwise you get into this chicken and egg issue about high performance products, but you need to scale to get
to cost. There's not capital or market interest to overcome that. That's something that, I think, China has done a really amazing
job on fixing that catch 22 and just funding companies to get to scale, to get to price. But here in the U.S. and I think the rest of
the global economy, focusing on markets that need high performance, more recently markets that need a secure manufacturing base and some
of the offshoring themes that have been occurring here in the US especially that has been part of our go to market strategy from very
long ago. And even though there is a lot of work to get through the regulatory budget cycles, the change in political parties, I
think there is, a bipartisan understanding that we need to have the best products especially for soldiers. And we need to have a secure
supply chain that can't be unduly influenced. And that's really part of what we've been, the niche that we've been looking to fill for
quite a while now. And where we've had success, you know, our ALD equipment is located in defense fabs making different components for
different systems. Our offtake and support from the Department of Energy funding our battery facility to the tune of $100 million. That
all kind of goes towards proving out our go to market thesis that this is not just a good place but I think really one of the best markets
for a newer technology to really get its legs under it and also provide a big benefit.
Interviewer: And so speaking
of some of those government contracts, you know, I mean, it's an interesting time to be in the battery space, as a supplier to the
U.S. government because of how some of these things are changing in terms of how the U.S. is trying to get some of that production back
here stateside. What have you been seeing and how does that play into your plans with them?
Paul: Yeah, it's almost,
been a perfect storm because as I mentioned, we've identified that there's going to be this secure supply chain need for almost a decade
now. But in the last several years, we've seen, both at the U.S., push towards onshoring manufacturing, FEOC free supply chains, the recent
NDAA language that's going to be moving towards full FEOC and in some cases full U.S. manufacturing requirements. That really helps companies
like ours get the infrastructure get the funding in place to be able to supply them, which has been a challenge. And then, on the other
end, we have seen restrictions on output of whether it's critical minerals, whether it's technology, or in some cases, actual sanctions.
where there are drone companies that have been sanctioned by the CCP and they're not allowed access to the supply chain and the batteries
that they were using for their drones. So all of those kind of come to highlight to the industry and the leaders of government that we
do need to maintain manufacturing in the U.S., it's an important component of our economy. And I think what we have is the opportunity
right now to do what other countries have done to us in the past, which is kind of leapfrog the state of the art. And that's what we believe
we represent an ability to not just build out the infrastructure, build out some manufacturing, and be able to make, for instance, lithium
ion batteries, but to now take a mature, advanced technology that will ultimately allow us to have a much higher performance product due
to our atomic armor technology, which nobody else in the world has access to.
Interviewer: Yeah. And
so just looking at the, you know, timeline for everything you're involved in right now, what made you decide that now is the right time
for this company to go public? And why ultimately via a SPAC?
Paul: So we are seeing
our pipeline growth has been pretty substantial in the last 2 or 3 years, and that's a function of us just getting the product market
fit. Right. That's a function of some of the macroeconomic themes around, on the semi side, the AI surge, the infrastructure and hardware
build out, and then themes around onshoring and bringing back American manufacturing. And so all of those things have led to us having,
you know, more pipeline than we know what to do with and really needing capital because we're ultimately a hardware company needing capital
build out the infrastructure to take advantage of those opportunities. So that's, we've been watching the markets, we've been seeing where
capital is getting deployed and going this route becoming public … just made a lot of sense. It was the best way for us to raise
the capital. We need to achieve the growth that we've already got in our pipeline.
Interviewer: Yeah, and,
you know, I guess when you first, you know, came into contact with the Archimedes II team, you don't have to say whether you were
being chased by multiple suitors, but, you know, oftentimes in some of these, really exciting technology spaces, that's the case, but
what, you know, sort of stood out to you about them and the support that they've been able to give you through this process so far?
Paul: Yeah, we talked to
a number of different SPACs and just to really get our head space around what the different teams are, what the deal structures are, and
we like the Archimedes team. They already had a track record bringing, another company public. They had a background in tech and a lot
of also the West Coast technology companies, and just really seemed, like a professional group that had the company's best interests at
heart, and had networks and capabilities that would go beyond just getting the company public. And that's what we really liked. We built
relationships with that team. They're very excited about the success of the Company. And it'll be a long term, partnership between us
and them going forward.
Interviewer: Yeah. I mean,
it seems like they've been able to, you know, work the networks so far in terms of the PIPE capital you've already attached to the deal.
I'm curious just how has your engagement with investors been going so far through this? And are you still, you know, open to expanding
that PIPE or you've sort of settled on what the structure is going to be probably through to close?
Paul: Yeah. I mean, we
we've had great conversations with investors. I said it the other day that the amount of diligence and knowledge that everybody we talked
to has is quite a bit larger or they do quite a bit more review of the company before we even have our first discussion with them, which
is kind of refreshing. You don't always see that on the private capital side, I'll say. And, we were excited to bring our PIPE partners
on. We have with just the PIPE funding we've raised, we've got enough capital to execute on the growth we need to do. So we're likely
set in the amount of capital that we're raising on our PIPE. And we're just working now on continuing to communicate our story, get other
investors on board. We'll see what happens with redemptions. But that's not, that doesn't tie into our math around the transaction size
and what we need to execute on. That's more of a bonus that for our tech and our company. We have lots of different ways to utilize capital
to grow existing and even new markets.
Interviewer: But also with
this PIPE capital coming in, you know, what can you say about the new investors you're going to be able to bring into this business and
your sort of existing investors and how those two groups are going to, sort of, marry as a part of this journey.
Paul: Yeah. We have a little
bit of a unique cap table in that our first lead investor on our series A was actually Volkswagen. That was joined by LG Tech Ventures.
We have companies like GM, Hanhwa, Samsung, all on our cap table. So we've been very heavy in strategic partners, and we think that speaks
to the credibility of the technology being vetted by actual companies that can eventually use this technology that we're developing, and
it's something that our new investors and hopefully the public identify as a very well vetted company that has the ability to partner
and continue to work with many of these really big blue chip partners that are already on our cap table.
Interviewer: And can you
break down, kind of quickly just, the overview of how you view those proceeds being used once you're closed with this deal.
Paul: Yeah. The majority
is actually going towards building out our semiconductor tool build capabilities. That's the area where the pipeline has just really exploded
as we've gotten past a number of the hurdles required for a new company to do business with a lot of the fabs, especially internationally.
And as that's happened and as we are becoming a trusted supplier with a new, better technology, we have to build out our infrastructure
around demoing, around construction. We need clean rooms, we need metrology equipment. We need, all kinds of different, expensive items
just to be able to play in that market space. And so that's where a lot of it is really going towards the build out of our infrastructure
and our manufacturing capabilities, finishing our 300 millimeter platform. So our tools right now are 200 millimeter. Our technology is
really well adapted to 300 millimeter, but the biggest hurdle is then you need all the metrology equipment and all the infrastructure
around 300 millimeter, which just costs a lot more. So that's where the majority of funds are going. The rest is going towards overhead
and operations to bridge us between that build out and then the revenues and breakeven trajectory that we're going to be getting in the
next year or so.
Interviewer: Yeah, you
know, we always like to point out to our listeners, you know, how not every SPAC deal is the same here. And I found it, interesting that
you were talking to a number of different SPACs, through this process and sort of getting a sense and, but I wanted to point out that,
among the features of this deal is that a portion of Nano's equity consideration is going to be held to vesting requirements for you executing
on some of the things that are coming up. And, I'm just curious your thoughts on that. And, you know, sort of why ultimately this
is sort of a structure that you kind of lean towards and how that speaks to the market and all that.
Paul: Yeah, yeah, I
mean, I think the SPAC instrument is becoming a more and more important instrument as we get companies that start hitting that scalability
threshold and we see the private capital markets just struggling to get conviction around funding some of those things. Even though that
is what has driven the American economy for the last several hundred years, is getting capital to build out some of these really great
technologies. And so I've always liked the instrument. Now it can be abused and you can bring R&D companies to market, before they're
ready. But for companies like ours that are ready to go, we have customers, we have technology, and we're just looking for the capital
to get over that, and scaling threshold, I think it's an incredible instrument. And then what we really the other part we really
liked is finding a team that knows the process, that can help us walk through going from private to public and helping us avoid any of
those pitfalls that a lot of companies can fall into so that at the end of the day, we're public, we're compliant, we've got all the capital
we need to execute. Which I think is the better approach for certain companies, not for every company is this going to be the right approach,
but for us, it just made a ton of sense.
Interviewer: So I mean,
just looking at all of the different things that your technology or hardware is going to be involved in, you know, in these years to come.
You mentioned just how many different applications there are potentially for it, I guess, is there anyone in particular that you're
sort of most excited about that, like, man, it'd be really cool if this is like a big part of our product line.
Paul: Yeah. I mean, ultimately
the reason we started the company, the reason why I get up and I'm excited about it, is because the level of impact that this can have
on just about any physical thing you interact with, this really is a change in how manufacturing is done. Akin to, the assembly line innovation
or various other innovations that just unlock some really significant performance improvements. And for me personally, obviously energy
is a key one between what we do in batteries, what we do in catalysis to even help on the oil and gas side. It's really transformational
and can provide a lot of efficiencies. And then, what I'm probably just to your specific question, what I'm probably most excited about
coming in the pipeline has to do with pharmaceuticals and vaccines and being able to fine tune the availability of some of these medicines
within the body, whether it's improving shelf life or temperature stability, whether it's improving, dosing relevancy within the medically
beneficial range because oftentimes when you take a medicine, it spikes really high and that can actually have negative side effects.
And then it hits the valuable range and then it goes back down. We can control that much better and do things like creating vaccines where
normally you need three doses. We can put that all into a single dose. And the time release is down, you know, has atomic precision. In
terms of when it becomes available in the body. So there's all kinds of things that I think on the medicine side, ALD is going to provide
a massive impact to the world.
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination, ATII Holdings,
Inc. (“Pubco”) and Forge Nano, Inc. (“Forge Nano”) have filed documents with the U.S.
Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 (as may be amended
from time to time, the “Registration Statement”), which includes a proxy statement of Archimedes Tech SPAC Partners
II Co. (“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.
