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 22, 2026
On
September 22, 2026, Forge Nano, Inc. (“Forge Nano”) hosted an Analyst & Investor Update webcast in which the proposed
business combination between ATII Holdings, Inc. (“Pubco”), Archimedes Tech SPAC Partners II Co. (“ATII”) and
Forge Nano was discussed. A presentation shown by Forge Nano during the webcast is below.
Presentation:
| 
| CONFIDENTIAL © FORGE NANO 2026. ALL RIGHTS RESERVED
September 22, 2026
The Future of
Manufacturing
Innovation
Forge Nano Pre-Listing
Analyst & Investor Update |
| 
| Disclaimer
This document may include certain “forward-looking statements”, estimates, projections and/or information of a
general economic or general industry nature provided by the management of the Company (as defined herein) with
respect to management’s subjective views of the anticipated future performance of the Company. Such statements,
estimates, information and projections have not been independently verified and solely reflect various assumptions
by the management of the Company concerning anticipated results, which estimates or assumptions may or may
not prove to be correct. All statements that are not historical facts are forward-looking statements and are not
assurances of future performance. Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside
of the Company’s control. Whether or not any forward-looking statements or projections are in fact achieved will
depend upon future events some of which are not within the control of the Company and/or its affiliates.
Accordingly, actual results may vary from the projected results and such variations may be material. Statements
contained herein describing documents and agreements are summaries only and such summaries are qualified in
their entirety by reference to such documents and agreements. The pro forma and estimated financial information
contained herein was prepared expressly for use herein and is based on certain estimates or assumptions and
management’s analysis of information available at the time this document was prepared. This document speaks as
of the date hereof and shall not be deemed to be an indication of the state of affairs of, or the absence of any
changes or developments in, the Company at any point in time. This document does not purport to be all-inclusive
or necessarily to contain all the information that an interested party might desire in investigating the Company. Any
investor or purchaser should conduct its own independent analyses and due diligence investigations.
In furnishing this document, the Company and its respective affiliates, officers, directors and employees do not
undertake any obligation to provide the recipient with access to any additional information. This document is
intended only as an invitation to interested recipients to commence a due diligence process for the purpose of
assessing the potential merits and risks of a potential business transaction between recipient and the Company. By
accepting this document, the recipient agrees that it shall not, and that it shall cause its Representatives not to,
contact any director, officer, employee or agent of the Company, its subsidiaries or affiliates or any client, customer,
supplier of the Company or any other person having a business relationship with the Company, regarding the
Company, this document or a potential transaction, either directly or indirectly, without express prior written consent
of Company (which Company may withhold in its sole and absolute discretion). By accepting this document, the
recipient agrees that money damages would not be a sufficient remedy for breach of the foregoing provisions, and
that in addition to all other remedies available at law or in equity, the Company shall be entitled to equitable relief,
including injunction and specific performance, without proof of actual damages.
In connection with the proposed business combination, ATII Holdings Inc. (“Pubco”), a wholly owned subsidiary of
Archimedes Tech SPAC Partners II Co. (“ATII”), and Forge Nano, Inc. (the “Company”) 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. 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, Delaware 19703.
ATII, 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
ATII shareholders in favor of the proposed business combination. Information about ATII’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 ATII’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 ATII shareholders
generally, is included in the Registration Statement. These documents are available free of charge at the SEC’s
website at https://www.sec.gov.
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.
This presentation includes market and industry data and forecasts that the Company has obtained from industry
publications, surveys, public filings and internal sources that the Company believes to be reliable, but there can be
no assurance as to the accuracy or completeness of such included information. The Company has not
independently verified any of the data from third-party sources, nor has the Company ascertained the underlying
assumptions relied upon therein.
This presentation includes certain financial measures not presented in accordance with the generally accepted
accounting principles in the United States (“GAAP”), including, but not limited to Net Sales plus Grant Income (which
we define as net sales plus grant income). These financial measures are not measures of financial performance in
accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s
financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income
or other measures of profitability, liquidity, or performance under GAAP. The Company’s presentation of these
measures may not be comparable to similarly titled measures used by other companies, which may be defined and
calculated differently. |
| 
| Today’s Presenters
Paul Lichty, Ph.D.
CEO, Forge Nano
Co-founder and CEO of Forge Nano;
Dr. Lichty invented the method of high
throughput material surface engineering
(atomic layer deposition, or ALD).
Dr. Lichty founded Forge Nano as a spin
out from the University of Colorado
Boulder in 2011. |
| 
| Connected
Circular
Future of Manufacturing
Automated Smarter
Atomically Precise |
| 
| Global Manufacturing – China vs Made in America
China has out-manufactured the U.S. since 2011
China U.S.
1980 1990 2000 2010 2020 ’23
0%
5%
10%
15%
20%
25%
30%
35%
* Output measured on a value-added basis in current U.S. dollars. Prior to 2004, Chinese data includes mining and utilities.
Source: United Nations Statistics Division
28.9%
17.2% |
| 
| Semiconductor
Capital Equipment
Strengthening America’s Critical
Infrastructure, One Atom at a Time
One American technology platform. From materials to manufacturing.
Atomic Armor®
Platform
Atomic Armor®
Coatings-as-a-Service
Lithium-Ion
Battery Cells
Atomic-scale precision → industrial-scale manufacturing |
| 
| Energy Storage
• Better, more resilient batteries
with more energy, longer
operating & shelf life
• U.S.-made, with U.S. supply chain
One Technology Platform. Transforming Critical Industries
Advanced Materials Defense & Aerospace
• Lighter systems = more payload
• Advanced propulsion and
operating conditions
• Stronger magnets using
existing supply chain
• Advanced powders for
pharmaceutical, 3D printing
One scalable platform. From powders to wafers to battery cells.
Semiconductors
• Next-generation chips with
greater capabilities
• Advanced compute with
reduction in energy usage |
| 
| Atomic Armor®
: Atom-by-Atom Coatings, At Scale
Ultra-thin coatings engineered onto material surfaces to improve performance, durability and efficiency
Atom-by-Atom
Preventing Detrimental
Surface Reactions
Purge Purge
Pulse A Pulse B Pulse A
Pulse B
Forge Nano’s Platform Technology
Conformal Coatings At Scale
A World Leader in Scaling
Solutions for ALD
Precise, Nanoengineered
Surface Coating |
| 
| Patented Tech Improves Products With Speed & Scale
Forge Nano Atomic Armor®
M
aterial C
o
atin
g
s
“Fog” Deposition
Turbulent Flow
“Fog” coating surrounds
all external surfaces
All surfaces of “floating”
material coated
conformally
S
u
b
strate
C
o
atin
g
s
Voids
Narrowing
“Rain” Deposition
Directional Flow
Flat surfaces coated,
sides inconsistent
Top of the material pile
coated conformally
Traditional Coating Methods |
| 
| Atomic Armor®
Opens New Critical Market Opportunities
More Powerful
Magnets
More Robust
Batteries
Time-release
Fertilizer
Zero-bacterial
Surfaces
More Efficient
Small Modular Reactors
Stronger
3D Prints
More Reliable
Mobile Devices
Lighter
Drones
Faster, more efficient
AI Chips
Time-controlled
Vaccines
More Powerful
Quantum
Computing
Longer Burning
Rocket Fuel |
| 
| Outsourced Innovation Pipeline
Forge Nano places smaller systems across universities, national labs and global corporates – expanding
R&D without building every lab internally.
Forge Nano has incubated multiple applications and markets and has received
over $127M for grants associated with research projects
$100M+
Research Grants
Received
7 National Labs
18 Universities
50
Leading R&D
institutions
25 Global Corporates |
| 
| Post‑BCA Momentum:
Commercial Traction,
Strategic Partners &
Execution |
| 
| 1000:1 ALD Unlocks NAND / DRAM / HBM Scaling
A rare semiconductor innovation that improves yield, throughput and cost simultaneously
February 5, 2026
"...we've fundamentally eliminated the primary
bottleneck constraining the next-generation of
semiconductor architectures."
Forge Nano Transforms Advanced
Semiconductor Chip Manufacturing with
High-Speed 1000:1 Aspect Ratio Atomic Layer
Deposition Coatings
Precursor
Efficiency Gain
1000:1 100x
Aspect Ratio,
Defect-Free
Faster Than
Competitive ALD
10x
- Paul Lichty, CEO, Forge Nano
Independently validated on production-representative wafers by C2MI |
| 
| Taiwan Opens Door to Memory / Logic / AI Market
Partnership with local contract manufacturer enables quicker market entry point
March 24, 2026
"….we are delivering faster response, higher uptime,
and the process-level partnership required…"
Forge Nano Announces Opening of Taiwan
Office to Accelerate AI-Driven Photonics
Manufacturing and Expand Regional
Operations
- Wyman Fang, COO, Forge Nano Service
Footprint
Tier-1 Global
Wafer Fab
Deployment
with Leading
Edge Experts
Innovating |
| 
| Photonics Deployment Validates ALD for AI Infrastructure
Production ALD for next-generation optical and photonic devices
"…increasingly critical components of the
global AI and data infrastructure buildout."
Forge Nano Delivers Semiconductor Wafer
Fab Equipment to Leading Fortune Global
500 Communications Company for
Commercial Photonics Applications
May 14, 2026
Increased by 30%
by Replacing CVD
Optics Transmittance
Market
Penetration - Paul Lichty, CEO, Forge Nano
Development
Increased
Application |
| 
| SDI Investment
$20M
Samsung SDI Partnership De‑Risks Scale-Up
Authorized U.S. distributor of Samsung SDI cells; Atomic Armor®
planned for future Samsung products
Forge Nano Forms Landmark Strategic
Partnership with Samsung SDI to Enable U.S.
Production of Advanced Battery Cells
June 25, 2026
Start-of-Production
3 GWh/yr 2028 "…a landmark agreement unlike anything we've
seen in the global battery industry today."
- Paul Lichty, CEO, Forge Nano ~150M Cells
Produced Yearly |
| 
| Strengthened U.S. Supply Chain for Defense Batteries
Atomic Armor®-coated Group14 SCC55®
silicon-carbon, built into Forge Nano cells
Forge Nano and Group14 Advance U.S.-Made
High-Performance Battery Cells with U.S.
Material Supply Chain
May 28, 2026
"…a domestically sourced, high-performance cell
they can integrate into their roadmaps today."
- Rick Luebbe, CEO, Group14
Silicon Supplier
with Global Scale
Scaled
NDAA-Compliant Capacity
Supply Chain
U.S. Sourced
High Cycle Life
with ALD
coating
Longer Life |
| 
| Cleared a Critical Gate for Defense Battery Revenue
Thornton, Colorado battery line producing DoW test cells from U.S.-only materials
"…a critical step in unlocking future battery
revenue.”
Forge Nano Achieves ISO 9001 Certification
as Demand Grows for U.S.-Made Battery
Supply Chains
May 7, 2026
All U.S. supply
Chain
U.S. Supplied
Made for
DoW
U.S. Made
ISO 9001
Quality Control
Certified
- Paul Lichty, CEO, Forge Nano |
| 
| AI-Driven Battery Scale-Up
Advanced AI analytics deployed across Forge Nano’s U.S. battery development and manufacturing operations
"…[Voltaiq] help[s] companies like Forge Nano
leverage AI on real battery problems, scale their
operations, and compete more effectively."
Forge Nano Expands Partnership with Battery
AI Software Leader Voltaiq to Put AI at the
Center of Battery Development and
Manufacturing
September 17, 2026
AI-Power
Quality Control
Quality
Scaled
Operations
Speed
Formulation
and Material
Design
Development
- Tal Sholklapper, CEO, Voltaiq
X |
| 
| Construction Underway: 2028 Demand for U.S. Batteries Increases
"That is exactly the kind of manufacturing
capacity our country needs.”
Forge Nano Breaks Ground on "America's
Battery Gigafactory" to Strengthen U.S.
Defense Supply Chains
August 19, 2026
- Audrey Robertson, Assistant Secretary, U.S.
Department of Energy
DOE-backed, 3 GWh/year expansion has entered construction, targeting 2028 production to meet new NDAA
battery-sourcing requirements
Start-of-production
2028
Large-Scale
Production
315,000 ft2
Building NC
Workforce
250 Jobs |
| 
| Partners & Supporters
Strategic Investor Base
Manufacturing and Construction Partners
U.S. Government Backing |
| 
| Updated Capital Stack Supports Execution Across Platform
$97M Series D closed and $123M in PIPE commitments, adding financial capacity and strategic alignment
ahead of listing
"…a strong vote of confidence from both
strategic and financial investors."
Forge Nano Secures Additional $23 Million in
PIPE Financing at $10.00 Per Share, Closes
Series D with Samsung Investment Ahead of
Public Listing
July 14, 2026
Series D
$97M
Total PIPE
$123M
- Paul Lichty, CEO, Forge Nano
$100M
Department of
Energy Grant |
| 
| Strategic Acquisition In Progress: HZO
Expanding Forge Nano into a full-spectrum advanced coatings platform with proven commercial scale and defense-grade credentials
Forge Nano and HZO have entered into a
term sheet pursuant to which Forge Nano
would acquire 100% of the equity of HZO for
an aggregate consideration of $55 million
paid in shares of Pubco Common Stock
September 2, 2026
12+ Years Commercial Traction Defense-Grade Infrastructure,
Already Built Full-Spectrum Platform |
| 
| Market & Synergy
HZO – Coatings as a Service:
Validated by the Customers Who Demand the Most
Sampling of Current &
Past Customers
Technology Proof Points
$1.8B
Global Manufacturing Footprint
Global Parylene Coating Market — 2025
Growing to $3.4B by 2034 at 7.3% CAGR
Defense Electronics Protection
(ITAR Registered)
Proprietary Parylene + ALD
Coating Process
50%
Meets IPC standard
at 50% thickness of
traditional coatings
IPX8
2x Faster
Throughput
130+ IP Assets
Meets or exceeds
industry sustained
submersion standard
Medical/Life Science
ISO Certified |
| 
| Roadmap & Vision |
| 
| Current Semiconductor Business
Growing 200mm tool demand due to high throughput, high aspect ratio capabilities. Photonics market focus
Better aspect ratio than coating competitors
>100x
Tool build capabilities with additional cleanroom space
2x
10x
Higher ALD throughput with proprietary process
88x
More efficient precursor usage
200mm tools operating in fabs globally today. Customers driving demand for a
300mm tool as More than Moore tech move to larger 300mm platforms. |
| 
| Future Semiconductor Business
Atomic Armor platform scaled into 300mm tool offering for leading-edge logic, memory and AI applications
Single wafer ALD semiconductor capital equipment market to grow between 9-13% to $5.1-$6.1B
between 2024 and 2040. Forge Nano intends to grow market share with 300mm entrance.
Forge Nano 300mm Tool Prototype Design Use of Proceeds To Fund:
Larger cleanrooms & more build bays
Larger metrology tools
Expand global service footprint
Increased Semiconductor staff
Increased R&D spend for semi applications |
| 
| Current Battery Business
Distributing Samsung cells, building 100% U.S. cells on CO prototype line and utilizing contract
manufacturers for additional cell builds
Forge Nano battery revenue via Samsung cell distribution agreement and
smaller-scale cell builds for defense customers.
Forge Nano-Distributed
Samsung Battery Cells
Forge Nano 100% U.S.
Material Cell for DoW/DIU
Backed by Samsung Warranty
U.S. Distributor of Leading
Cell Products, Driving Revenue
Building Relationships with Future
U.S.-Made Samsung Cell Customers
Building Resilient U.S.
Supply Chain
Produced for DIU on Forge
Nano CO Prototype Line
Using all U.S. Battery
Material Supply Chain |
| 
| Future Battery Business
3 GWh/year battery manufacturing facility expected to be at full capacity to serve both Samsung and
Forge Nano cell customers. Future Atomic Armor-enhanced Samsung cells planned.
Forge Nano-Produced
Battery Cells
Forge Nano-Enhanced
Samsung Cells
3 GWh/year Gigafactory producing Samsung and Forge Nano battery cell products; Atomic Armor® planned
for future Samsung products
Forge Nano Proprietary
Cell Formulations
Made-In-America Samsung
Cells with Samsung Offtake
Next-Generation Cell
Performance Capabilities
Forge Nano & Samsung Plan
to Incorporate ALD in SDI Cells
Opportunity to Showcase ALD
Benefits to Broader Material Market
3 GWh/year NDAA-Compliant
Manufacturing Facility Online |
| 
| Current Atomic Armor®
Coatings as a Service
General Motors Volkswagen 6k Energy Nouveau Monde Graphite
Current Applications
Additive manufacturing
Battery materials
Implantables
Rocket fuel |
| 
| Future Coating
as a Service
Verticals |
| 
| Future Coating-as-a-Service Verticals
Pharmaceuticals
Rare Earth Minerals
Quantum Chips
Magnets |
| 
| Forge Nano and Nanexa Partner to Advance ALD
Manufacturing
Collaboration intended to develop scalable, GMP-capable ALD manufacturing technology for Nanexa pharma programs
September 22, 2026
"This collaboration is an important milestone,
and the timing of the partnership is well aligned
with our project portfolio and provides a clear
path towards increased manufacturing capacity
as our projects advance."
Forge Nano and Nanexa Enter Joint
Development Agreement to Advance
Manufacturing for ALD-Coated PharmaShell®
Long-Acting Injectable Medicines
- David Westberg, CEO, Nanexa |
| 
| Nanexa x Forge Nano: Redefining ALD Manufacturing for
Injectables, One Layer At a Time
Mårten Rooth
CTO & Co-Founder, Nanexa
Mårten Rooth is a co-founder of Nanexa and
holds a PhD in Materials Chemistry from
Uppsala University.
He has extensive expertise in Atomic Layer
Deposition (ALD) and has authored several
scientific publications in the field.
Nanexa’s PharmaShell®
technology is
transforming the face of long-acting ’super
generic’ drugs with its proprietary suite of
Atomic Layer Deposition (ALD) technologies.
Where Nanoengineering Meets
Drug Delivery |
| 
| Long-Acting Injectables For Patient-Centric Care
Using Nanexa’s PharmaShell®
Preclinical data used to simulate pk profile of repeated dosing. Modelled results are not clinical outcomes
Simulated PK profile: marketed GLP-1 vs PharmaShell candidates
Weekly marketed GLP-1 Monthly candidate Quarterly candidate
0 4 8 12 16 20 24
1
10
100
1000
Time (weeks)
GLP-1 concentration (nmol/L)
Versatile platform
Applicable across many
therapeutic areas
Modality-agnostic
Small molecules
through to biologics
Scaling up now
In collaboration with
Forge Nano |
| 
| Atomic-Scale Control of Pharmaceutical Drug Release
Nanometer-scale conformal coatings can turn the API particle itself into a programmable release system
Conformal nano-coating
of each API particle
Imprecise Release
Formulation Complexity
Short Shelf Life
The Limit of Conventional Formulation
Programmable Time Release
Higher Drug Loading
Temperature Stability
The Pharmaceutical Opportunity
The end game: turn drug release from a formulation art into atomic-scale engineering |
| 
| Atomic-Scale Manufacturing For The Quantum
Computing Race
Quantum performance increasingly becomes a materials + interfaces problem – exactly where atomic-layer
precision can matter.
Conformal atomic-layer
engineering
Noise & Decoherance
Interface / Dielectric Loss
3D + High-Aspect Ratio Features
The Quantum Fabrication Bottleneck
Higher-Fidelity Quibits
Denser Quantum Processors
Manufacturable Scale
What Forge Nano Could Enable
The quantum race may be won at the atomic interface |
| 
| America’s Push to Reshore Critical Manufacturing
Advanced manufacturing needs a resurgence in the U.S. at the scale the mission demands
80
In China
%
Lithium-ion production1
7
In the U.S.
%
Lithium-ion production1
Beginning in 2028, DoW procurement requirements accelerate
the need for a secure domestic battery supply chain
85%
Rare-earth processing2
5
Rare-earth processing2
%
1) Center for Global Security Research 2)IEA Supply concentration, export restrictions and declining investment put critical mineral security at risk |
| 
| Forge Nano Reduces Critical Rare-Earth Demand
Atomic-scale magnet engineering enables manufacturers to use less Nd, Pr, Dy and Tb while maintaining
high-performance magnet output.
More output from the same supply
Less chokepoint exposure
Faster path to resilience
80-90%
Potential reduction
in critical rare-earth
dependence
Terbium
Nd
Pr
Tb
Dy Dysprosium
Praseodymium
Neodymium
Critical Materials
Forge Nano extends scarce material across
more motors, generators and defense systems.
Lower rare-earth intensity reduces dependence
on constrained foreign processing.
Forge Nano complements new U.S. mining,
refining and magnet production by reducing the
material required per system. |
| 
| Guidance |
| 
| Phase 1 (Now): Semiconductor & Battery
Expanding capacity & developing new capabilities
• Projections based on current orders, expressions of intent, and sales pipeline
• We currently have the production capacity needed to meet our assumptions for
2027
Semi Net Sales + Grant Income(1) Assumptions
Battery Net Sales + Grant Income(1) Assumptions
• Forge Nano battery sales prior to Morrisville plant coming online enabled by:
>$100M existing capacity available through five qualified third-party
manufacturers
Distribution agreement with Samsung SDI
Net Sales
+ Grant Income ($M) 2025A 2026P 2027P
Equipment $5.7 $15.2 $45.2
Battery Cells 1.0 18.9 25.0
Other 7.8 5.9 5.9
Total $14.5 $40.1 $76.1
(1) These projections were prepared in connection with the business combination, and the information in such projections was prepared on a reasonable basis and reflected the best estimates and judgments available to our management
at the time. For more information regarding these projections, please see pages 137 to 140 of the Registration Statement on Form S-4 filed with the SEC on September 15, 2026. Amounts include Grant Income of $6.4 million for 2025A,
$2.5 million for 2026P and $1.5 million for 2027P. |
| 
| Phase 2: Scaling U.S. Battery & Semi Tool Opportunities
Expanding capacity & developing new capabilities
• Forge Nano's Forge Battery project has 21 GWh in LOIs; sample cells produced with partners support future
contracted demand as the facility becomes operational.
• The base price scenario is projected to generate enough revenue to cover project financing before 2030
and yield significant cash flows, including producer credits to 2031.
• Better pricing scenarios from existing LOIs average $175/KWh, with quotes over $250/KWh from aerospace
and defense contractors.
• Morrisville plant construction underway with groundbreaking event on August 19, 2026.
Expanding Capacity & Sales With 3 GWh/Year Plant
• Semiconductor pipeline from end-2025 into 2026 is greater than $60m
• Equipment revenue / tool is $1.5M. Multiple chambers increase price & should be ordered more frequently.
• $75m investment required (capex and working cap) to meet higher scenarios, which includes:
Cleanrooms in new and expanded facilities
Working capital - Service team expansion
Continued development of 300mm tool to expansion into logic and memory
Semi Revenue Assumptions
Battery Revenue Assumptions
Semiconductor Scenarios Base Med High
Tools per Year (Units) 40 106 225
Bays Required (Units) 10 25 50
Pricing $000 $1,500 $1,750 $1,850
Annual Revenue Potential ($M) $60.0 $185.9 $416.3
Morrisville Scenarios Base Med High
Price / KWh $150 $175 $250
Price / Cell $2.78 $3.24 $4.63
Cells at OEE Target (M Units) 144 144 144
Annual Revenue Potential ($M) $399.2 $465.7 $665.3
(1) These estimates were prepared in connection with the business combination, and the information in such projections was prepared on a reasonable basis and reflected the best estimates and judgments available to our management
at the time. For more information regarding these projections, please see pages 137 to 140 of the Registration Statement on Form S-4 filed with the SEC on September 15, 2026. |
| 
| Connected
Circular
Forging the Future
of Manufacturing
Automated Smarter
Atomically Precise |
| 
| CONFIDENTIAL © FORGE NANO 2026. ALL RIGHTS RESERVED
Thank You.
Now taking questions… |
Important Information and Where to Find It
In
connection with the proposed business combination, Pubco and 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 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.