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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
June 25, 2026
Date of Report (Date of earliest event reported)
Archimedes
Tech SPAC Partners II Co.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-42514 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2093 Philadelphia Pike #1968
Claymont, DE |
|
19703 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (725) 312-2430
N/A
(Former name or former address, if changed since
last report)
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 |
| |
|
| ¨ |
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:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| 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 |
| Ordinary Shares |
|
ATII |
|
The Nasdaq Stock Market LLC |
| 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 8.01. Other Events.
On June 25, 2026, Forge Nano, Inc.,
a Delaware corporation (“Forge Nano”), issued a press release announcing its strategic partnership with Samsung SDI
to enable U.S. production of advanced battery cells.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Important Information and Where to Find It
Additional information about the proposed business combination, including
a copy of the related Agreement and Plan of Merger (the “Merger Agreement”), dated April 20, 2026, by and among
Archimedes Tech SPAC Partners II Co. (“ATII”), ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary
of ATII (“Pubco”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII, ATII Merger
Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of ATII, and Forge Nano (the “proposed business
combination”), has been filed by ATII in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission
(the “SEC”). In connection with the proposed business combination, Pubco and Forge Nano have filed documents with 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/prospectus of ATII, 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.
This Current Report on Form 8-K is not a substitute for the proxy statement/prospectus contained in the Registration Statement or
any other document that may be filed by Pubco with the SEC. 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 related proposed transactions 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 (the “Annual Report
on Form 10-K”), 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, are 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 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 of 1933, as amended.
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.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated June 25, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 25, 2026
| |
ARCHIMEDES TECH SPAC PARTNERS II CO. |
| |
|
|
| |
By: |
/s/ Long Long |
| |
Name: |
Long Long |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Forge Nano Forms Landmark Strategic Partnership
with Samsung SDI to Enable U.S. Production of Advanced Battery Cells
| · | Forge Nano to construct North Carolina Gigafactory with Samsung SDI support; manufacturing expected to begin in 2028 |
| · | Samsung SDI to help Forge Nano establish and begin operations of the Gigafactory, providing operational and manufacturing support |
| · | Forge Nano to produce Samsung SDI battery cells alongside its existing cell products |
| · | Samsung SDI signs conditional procurement contract to purchase cells manufactured from the Gigafactory beginning in 2028 |
| · | Forge Nano becomes authorized distributor of Samsung SDI cells to supply within the U.S. market |
| · | Samsung SDI accelerating development efforts to incorporate Forge Nano’s Atomic Armor technology into their future battery products |
DENVER and Morrisville, N.C. – June 25, 2026 (GLOBE
NEWSWIRE) – Forge Nano, Inc., a leading U.S. based semiconductor equipment and advanced materials company
pioneering Atomic Layer Deposition (“ALD”) technology for artificial intelligence (“AI”)-era chip
manufacturing and defense battery applications, which has signed an agreement to merge with Archimedes Tech SPAC Partners II Co.
(“Archimedes II”) (NASDAQ: ATII), today announced a strategic partnership with Samsung SDI.
Under the terms of this agreement, Samsung SDI will assist Forge Nano
in the construction of the 3-gigawatt hour per year (3 GWh per year) battery manufacturing facility to ensure high-throughput battery
production. Following Gigafactory completion, Forge Nano expects to produce Samsung SDI battery cells alongside its existing cell products
in the Morrisville, North Carolina facility.
Samsung SDI has also entered into a conditional procurement agreement
to purchase battery cells produced at Forge Nano's Gigafactory starting in 2028. Additionally, Forge Nano will distribute Samsung SDI
battery cells in the U.S. as an authorized distributor.
“This is a landmark agreement unlike anything we’ve seen
in the global battery industry today,” said Paul Lichty, CEO of Forge Nano. “For the first time, a U.S. battery technology
company will partner with a tier-1 battery manufacturer to produce their cells on American soil. This same partner is committing to ensure
our operational excellence and will buy cells from that facility so they can be delivered to critical U.S. markets. This model enables
Forge Nano to mitigate scaling risk and directly supply high-performance, U.S.-made battery cells to domestic defense and other critical
infrastructure customers that require secure, domestic manufacturing.”
Forge Nano is investing between $300 and $330 million, subsidized by
a $100 million grant from the Department of Energy, to build a 3 GWh per year advanced battery plant in Morrisville, NC, that will leverage
Samsung SDI’s manufacturing expertise and supply chain pricing. The facility will produce both Samsung SDI cell products and Forge
Nano’s Atomic Armor™ cell products, and is expected to be fully operational by 2028, enabling domestic production of Samsung
SDI cells for non-consumer automotive applications.
The Morrisville Gigafactory is expected to play a critical role in
expanding U.S. battery manufacturing capacity, supporting defense and industrial applications, and strengthening domestic supply chains.
ABOUT FORGE NANO
Forge Nano
is a leading U.S. based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition (“ALD”)
technology for AI-era chip manufacturing and defense battery applications via its platform technology, Atomic Armorâ.
Atomic Armorâ 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 Armorâ process
allow partners to unlock peak performance. Learn more at https://www.forgenano.com.
ABOUT ARCHIMEDES II
Archimedes II is a Cayman Islands exempted company led by Chairman
Eric R. Ball and CEO Long Long and is comprised of technology investors, corporate finance veterans, engineers and SPAC specialists. ARCHIMEDES
II was formed as a special purpose acquisition company, or SPAC, for the purpose of effecting a merger with one or more businesses in
the technology industry. Archimedes II completed its $230 million IPO in February 2025, and its units, ordinary shares and warrants currently
trade on the NASDAQ under the ticker symbols “ATIIU,” “ATII” and “ATIIW,” respectively. The team’s
prior SPAC, Archimedes Tech SPAC Partners Co., successfully closed its merger with SoundHound AI, Inc. in April 2022. Learn more at https://www.archimedesspac2.com.
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination, ARCHIMEDES II
Holdings, Inc., a wholly-owned subsidiary of Archimedes II (“Pubco”) 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 ARCHIMEDES II, relating to the proposed business combination. After the SEC declares the
Registration Statement effective, the Registration Statement will be mailed to ARCHIMEDES II’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 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, DE 19703.
PARTICIPANTS IN THE SOLICITATION
Each of ARCHIMEDES II, 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 ARCHIMEDES II 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 ARCHIMEDES II’s other filings with the SEC. Additional information concerning
the interests of ARCHIMEDES II’s participants in the solicitation, which may, in some cases, be different than those of ARCHIMEDES
II’s shareholders generally, are 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, 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.
Contacts:
Media Contact
Will McKenna
Brand Communications Director, Forge Nano
wmckenna@forgenano.com
Investor Relations Contact
Bryan Baritot
Alliance Advisors IR
ForgeNanoIR@allianceadvisors.com
