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 24,
2026
On September 24, 2026, Archimedes
Tech SPAC Partners II Co. published the following press release:
Archimedes Tech SPAC Partners II Co. Announces
Effectiveness of Registration Statement and Date for Extraordinary General Meeting to Approve Proposed Business Combination with Forge
Nano, Inc.
Extraordinary General Meeting Scheduled for
October 16, 2026
Shareholders of Record as of September 1,
2026 are Eligible to Vote at EGM
CLAYMONT, Del.,
September 24, 2026 – Archimedes Tech SPAC Partners II Co. (Nasdaq: ATII) (“Archimedes II” or “ATII”),
a publicly traded special purpose acquisition company, today announced that its registration statement on Form S-4 (the “Registration
Statement”) in connection with its previously announced proposed business combination with Forge Nano, Inc. (“Forge Nano”),
a technology company pioneering domestic battery and semiconductor innovations, was declared effective
by the U.S. Securities and Exchange Commission (“SEC”) on September 22, 2026. The Registration Statement provides important
information about Archimedes II, Forge Nano, the combined company and the business combination.
If the transaction
is consummated, the combined company expects to be publicly listed on Nasdaq under the symbol “NANO” following the closing
of the business combination. The combined company (“Pubco”) is expected to operate under the name “Forge Nano Holdings, Inc.”
Archimedes II
also announced today that its Extraordinary General Meeting of Shareholders (the “Meeting”) to consider and vote upon the
business combination and related matters has been set 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 at the Meeting which will be accessible by visiting www.proxydocs.com/ATII.
The closing of
the business combination is subject to approval by Archimedes II’s and Forge Nano’s shareholders, and the satisfaction of
other customary closing conditions.
To register and
receive access to the Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account
or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the final prospectus/proxy
statement (File No. 333-295563 and 333-295563-01) filed with the Securities and Exchange Commission (the “SEC”) by Archimedes
II and Forge Nano.
About Archimedes
Tech SPAC Partners II Co.
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. Archimedes II was formed as a special-purpose acquisition company 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 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 www.archimedesspac2.com.
About Forge
Nano Inc.
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 allow partners to unlock peak performance. Learn more at www.forgenano.com.
Important
Information and Where to Find It
In connection
with the proposed business combination, ATII Holdings Inc. (“Pubco”), a wholly owned subsidiary of Archimedes II, and Forge
Nano have filed documents with the U.S. Securities and Exchange Commission (“SEC”), including a registration statement on
Form S-4 (the “Registration Statement”), which includes a proxy statement of Archimedes II and a prospectus of Pubco
relating to the proposed business combination. Archimedes II intends to mail the Registration Statement to its 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 Archimedes
II’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, Delaware 19703.
Participants
in the Solicitation
Archimedes II,
Pubco, Forge Nano, and certain of their respective directors, executive officers, other members of management, and employees may, under
SEC rules, be deemed to be participants in the solicitation of proxies from Archimedes II shareholders in favor of the proposed business
combination. Information about Archimedes II’s directors and officers is set forth in Archimedes II’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 in Archimedes II’s other
filings with the SEC. Additional information concerning the interests of participants in the solicitation, which may in some cases be
different from those of Archimedes II shareholders generally, is included in the Registration Statement. These documents are available
free of charge at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to and does not constitute, or form part of, an offer, invitation, or 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 of 1933, as amended.
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, Archimedes II’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 Archimedes
II’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, Archimedes II, 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.
Archimedes II,
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 Archimedes II, 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 Archimedes II, 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 Archimedes
II, 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 Archimedes II’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 Archimedes II’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
Archimedes II, Pubco or Forge Nano may be adversely affected by other economic, business, and/or competitive factors; and (xviii) other
risks discussed in Archimedes II’s Annual Report on Form 10-K and that are presented in the Registration Statement. There may
be additional risks that Archimedes II, Pubco or Forge Nano presently do not know or that Archimedes II, 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 Archimedes II’s periodic
filings with the SEC, including Archimedes II’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 Archimedes II, 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 Archimedes II, 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 Archimedes II, Pubco or Forge Nano gives any assurance that it will achieve its expectations.
Archimedes
Tech SPAC Partners II Co.
Long Long
Chief Executive
Officer
(725) 312-2430
Forge Nano, Inc.
Media Contact
Will McKenna
Brand Communications
Director, Forge Nano
Investor
Relations Contact
Bryan Baritot
Alliance Advisors
IR
| forgenanoir@allianceadvisors.com | |
