UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
October 13, 2026
Date of Report (Date of earliest event reported)
Commission file
number |
Exact Name of Registrant as Specified in its Charter, State or other
Jurisdiction
of Incorporation, Address of Principal Executive Offices, Zip Code,
and
Registrant's Telephone Number, Including Area Code |
IRS Employer
Identification
No. |
| |
|
|
| 001-42514 |
Archimedes
Tech SPAC Partners II Co.
(a Cayman Islands exempted company limited by shares)
2093 Philadelphia Pike #1968
Claymont, DE 19703
(725) 312-2430 |
N/A |
| 333-295563 |
ATII Holdings Inc.
(a Delaware corporation)
2093 Philadelphia Pike #1968
Claymont, DE 19703
(725) 312-2430 |
41-2980280 |
| 333-295563-01 |
Forge
Nano, Inc.
(a Delaware corporation)
12300 Grant St. #110
Thornton, Colorado 80241
(720) 259-8579 |
45-2393850 |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Registrant |
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which
registered |
| Archimedes Tech SPAC Partners II Co. |
|
Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one-half of one redeemable Warrant |
|
ATIIU |
|
The Nasdaq Stock Market LLC |
| Archimedes Tech SPAC Partners II Co. |
|
Ordinary Shares |
|
ATII |
|
The Nasdaq Stock Market LLC |
| Archimedes Tech SPAC Partners II Co. |
|
Warrants |
|
ATIIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
As previously
disclosed in the Current Report on Form 8-K filed by Archimedes Tech SPAC Partners II Co. (“ATII”) on April 20, 2026
(the “Signing 8-K”), ATII Holdings Inc. (“Pubco”), Forge Nano, Inc. (“Forge Nano”)
and ATII entered into a subscription agreement with an accredited investor (the “Investor”) on April 20, 2026 (the
“Original Subscription Agreement”), pursuant to which the Investor agreed to purchase, in a private placement substantially
concurrently with the closing of the Business Combination (as defined in the Signing 8-K), 10,000,000 shares of Pubco common stock (the
“Pubco Common Stock”) at a purchase price of $10.00 per share, together with warrants to purchase an aggregate of 15,000,000
shares of Pubco Common Stock at an exercise price of $10.00 per share, subject to adjustment (the “PIPE Warrants”),
for an aggregate purchase price of $100,000,000. On October 13, 2026, the parties to the Original Subscription Agreement entered
into an Amended and Restated Subscription Agreement (the “Amended and Restated Subscription Agreement”), which provides
that 7,031,175 of the Investor’s 10,000,000 subscribed shares will be issued instead in the form of pre-funded warrants to purchase
an equal number of shares of Pubco Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrants”),
and otherwise contains substantially the same terms as the Original Subscription Agreement.
Pre-Funded Warrants
The
Pre-Funded Warrants are exercisable for Pubco Common Stock on or after the date of their issuance and have no expiration date. The exercise
price per Pre-Funded Warrant is $0.0001, subject to adjustment as set forth in the Pre-Funded Warrant Certificate and described below.
The Pre-Funded Warrants may be exercised on a “net-issuance” basis. The Pre-Funded Warrants are subject to a beneficial ownership
limitation, at the election of the holder. If the election is made, Pubco will not effect any exercise of the Pre-Funded Warrants, and
a holder will not have the right to exercise any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise
the holder (together with the holder’s affiliates, and anyone acting as a group together with the holder or any of the holder’s
affiliates) would beneficially own in excess of 4.9%, 9.9% or 19.9% (or such other amount as the holder may specify) of outstanding shares
of Pubco Common Stock. The holder may increase or decrease such limitation by written notice; provided, however, that any such increase
will not be effective until the 61st day after such notice is delivered to Pubco. The Pre-Funded Warrants do not entitle the holder to
any rights of a stockholder of Pubco, including voting rights, prior to exercise, except as expressly provided in the Pre-Funded Warrant
(including the right to participate in certain distributions described below).
The
number of shares issuable upon exercise and the exercise price of the Pre-Funded Warrants are subject to adjustment if Pubco (i) subdivides
or combines (including by way of a reverse stock split) the outstanding Pubco Common Stock or (ii) issues by reclassification of Pubco
Common Stock into any capital shares of Pubco. If Pubco declares or makes any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of Pubco Common Stock, by way of return of capital or otherwise, the holder of Pre-Funded Warrants shall
be entitled to participate in such distribution to the same extent as if the holder had held the number of shares of Pubco Common Stock
acquired upon exercise of such holder’s Pre-Funded Warrants. If a Fundamental Transaction (as defined in the Pre-Funded Warrant)
occurs, then, upon any subsequent exercise of a Pre-Funded Warrant, the holder will have the right to receive, for each share of Pubco
Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at
the option of the holder (without regard to the beneficial ownership limitation), the number of shares of the successor or acquiring corporation
or of Pubco, if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Pubco Common Stock for which such Pre-Funded Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to the beneficial ownership limitation).
The
foregoing description of the Amended and Restated Subscription Agreement, the PIPE Warrants and the Pre-Funded Warrants does not purport
to be complete and is qualified in its entirety by reference to the full text of the Form of Amended and Restated Subscription Agreement,
Form of Warrant Certificate and Form of Pre-Funded Warrant Certificate, which are filed as Exhibits 10.1, 4.1 and 4.2 hereto, respectively,
and incorporated herein by reference.
Waiver
of Transfer Restrictions
On
October 13, 2026, ATII and Archimedes Tech SPAC Sponsors II LLC (the “Sponsor”), with the consent of BTIG, LLC, waived the
transfer restrictions applicable to the 3,000,000 ordinary shares of ATII to be transferred by the Sponsor to the Investor under the Purchaser
Support Agreement (as defined in the Signing 8-K).
Item 3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K relating to the Amended and Restated Subscription Agreement
is incorporated by reference herein. The shares of Pubco Common Stock, the Pre-Funded Warrants and the PIPE Warrants issuable pursuant
to the Amended and Restated Subscription Agreement, and the shares of Pubco Common Stock issuable upon exercise of the Pre-Funded Warrants
and the PIPE Warrants, will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Warrant Certificate |
| 4.2 |
|
Form of Pre-Funded Warrant Certificate |
| 10.1 |
|
Form of Amended and Restated Subscription Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Important Information and Where to Find It
In connection with the proposed business combination, Pubco, a wholly-owned
subsidiary of ATII, and Forge Nano have filed documents with the Securities and Exchange Commission (the “SEC”), including
a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy statement/prospectus of ATII,
relating to the proposed business combination. The Registration Statement was declared effective by the SEC on September 22, 2026. The
proxy statement/prospectus was mailed to ATII’s shareholders in connection with the proposed business combination on or about September
24, 2026. ATII’s extraordinary general meeting to approve the proposed business combination and related matters is scheduled for
October 16, 2026. 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 website at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current
Report on Form 8-K, 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 Current Report on Form 8-K.
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 proposed 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 Merger Agreement; (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 the combined company’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 Current Report on Form 8-K, 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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated: October 13, 2026
| |
ARCHIMEDES TECH SPAC PARTNERS II CO. |
| |
|
|
| |
By: |
/s/ Long Long |
| |
Name: |
Long Long |
| |
Title: |
Chief Executive Officer |
| |
ATII HOLDINGS INC. |
| |
|
|
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By: |
/s/ Long Long |
| |
Name: |
Long Long |
| |
Title: |
Chief Executive Officer |
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FORGE NANO, INC. |
| |
|
|
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By: |
/s/ Michael Kleinberg |
| |
Name: |
Michael Kleinberg |
| |
Title: |
Chief Financial Officer |
