Archimedes Tech SPAC Partners II Co. filings document the regulatory record of a blank-check company, including 8-K material-event reports, material definitive agreements, shareholder voting matters, and capital-structure disclosures. The filings address SPAC security structure, including ordinary shares and warrants traded under ATII and ATIIW, as well as risk factors and operating and financial results.
Its SEC disclosures also cover governance, redemption-related mechanics, trust-account and extension matters, and other formal records associated with the company’s SPAC structure.
Archimedes Tech SPAC Partners II Co. reports that its subsidiary Pubco entered into Subscription Agreements for a PIPE Financing tied to the proposed business combination with Forge Nano. Pubco will sell 2,300,000 shares of Pubco Common Stock at $10.00 per share, for expected gross proceeds of approximately $23,000,000, in a private placement relying on Section 4(a)(2) of the Securities Act.
The PIPE Closing will occur substantially concurrently with, and is contingent upon, consummation of the business combination and satisfaction of customary conditions. Pubco will file a resale registration statement within 30 days after the Closing Date, seek effectiveness within 60–90 days, keep it effective for up to three years, and has agreed to adjust PIPE Financing Terms if more favorable stock issuances occur within 12 months, subject to Exempt Issuances including up to $60,000,000.
Archimedes Tech SPAC Partners II Co. and its merger partner Forge Nano, Inc. lined up additional private capital to support their proposed business combination. Pubco, the post‑merger holding company, agreed to sell 2,300,000 shares of Pubco Common Stock at $10.00 per share in a PIPE, for about $23 million in gross proceeds, to close substantially concurrently with the merger.
Including this tranche, Forge Nano now has $123 million of committed PIPE financing and has closed a $97 million Series D round, which together with $244 million of Archimedes II cash in trust could provide over $367 million of cash at listing, assuming no redemptions. Samsung SDI is investing $20 million, split between the PIPE and Series D, with participation from Horizons Ventures. The PIPE shares are being issued in a private placement relying on Securities Act section 4(a)(2), with Pubco committing to file a resale registration statement within 30 days after closing and keep it effective for up to three years. Subscription Agreements also include a most‑favored‑nation provision requiring Pubco to match more favorable equity terms, subject to defined Exempt Issuances, during the 12 months following closing. The business combination is expected to close in the second half of 2026, subject to shareholder approvals and customary conditions.
Archimedes Tech SPAC Partners II Co. disclosed a proposed business combination with Forge Nano, Inc. and attached a Forge Nano press release describing a strategic partnership with Samsung SDI to support U.S. production of advanced battery cells. The press release states Forge Nano will build a 3 GWh per year plant in Morrisville, NC, expects facility operations by 2028, and has a conditional procurement agreement with Samsung SDI for cells beginning in 2028. Forge Nano plans to invest $300–$330 million in the plant, subsidized by a $100 million Department of Energy grant. Archimedes II filed a Merger Agreement dated April 20, 2026 and a Registration Statement on Form S-4 that will include a proxy statement/prospectus; the Registration Statement must be declared effective by the SEC before mailing to shareholders.
Archimedes Tech SPAC Partners II Co. reports that its merger partner Forge Nano has signed a landmark strategic partnership with Samsung SDI to build a large U.S. battery plant. Samsung SDI will help construct a 3 GWh per year battery Gigafactory in Morrisville, North Carolina.
Forge Nano plans to invest between $300 and $330 million in the facility, supported by a $100 million grant from the U.S. Department of Energy. The plant is expected to be fully operational by 2028 and will produce both Samsung SDI cells and Forge Nano’s Atomic Armor-branded cells.
Samsung SDI has also agreed to a conditional procurement arrangement to buy battery cells from the Gigafactory starting in 2028, and Forge Nano will distribute Samsung SDI battery cells in the U.S. The partnership and plant development proceed alongside the previously announced business combination between Archimedes II and Forge Nano, which is being detailed in a Form S-4 registration statement and related proxy materials for Archimedes II shareholders.
Archimedes Tech SPAC Partners II Co. filed an amendment to its Form S-4 registration statement on June 22, 2026 in connection with its proposed business combination with Forge Nano, Inc. The Registration Statement includes a preliminary proxy statement/prospectus and has not yet been declared effective.
Archimedes II completed a $230 million IPO in February 2025; its units, ordinary shares and warrants trade on Nasdaq under the symbols ATIIU, ATII and ATIIW.
Archimedes Tech SPAC Partners II Co. reported first‑quarter 2026 net income of $1,704,803, driven almost entirely by interest on its Trust Account while it remains pre‑revenue. General and administrative expenses were $448,673, reflecting costs to operate and pursue a transaction.
Total assets were $243,221,691 as of March 31, 2026, including $242,002,931 held in a Trust Account for 23,000,000 redeemable public shares. Outside the trust, cash was $1,077,839 to fund deal‑related and operating expenses.
The company entered a Merger Agreement on April 20, 2026 to combine with Forge Nano, Inc. via a multi‑step re‑domiciliation and merger structure. Forge Nano equity holders are slated to receive “Closing Payment Shares” based on a $1,200,000,000 valuation, plus up to 90,000,000 earn‑out shares tied to post‑closing milestones.
A concurrent subscription agreement provides for a $100,000,000 PIPE into the future Pubco at closing. Management discloses substantial doubt about the ability to continue as a going concern if no business combination is completed by November 12, 2026, when the SPAC must liquidate and return trust funds to public shareholders.
Archimedes Tech SPAC Partners II Co. filed a registration statement on Form S-4 relating to its proposed business combination with Forge Nano, Inc. The Registration Statement (File No. 333-295563) was filed on May 5, 2026 and the preliminary proxy statement/prospectus has not yet been declared effective.
The press release notes that Pubco (ATII Holdings Inc.) and Forge Nano are parties to the Registration Statement and that ATII completed a $230 million IPO in February 2025. The communication urges shareholders to read the Registration Statement and related filings available at www.sec.gov.
Archimedes Tech SPAC Partners II Co. furnished an investor call transcript dated April 28, 2026 reviewing the previously announced proposed business combination with Forge Nano, Inc. The filing references a Merger Agreement dated April 20, 2026 and states ATII and Forge Nano intend to file a Registration Statement on Form S-4 containing a proxy statement/prospectus for shareholder approval.
The report notes the transcript is furnished as Exhibit 99.1 and clarifies the materials are being provided for information only, not a solicitation, and that investors should read the forthcoming registration statement and related documents filed with the SEC.
Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc. used an investor call to outline key terms of their proposed business combination and Forge Nano’s growth plans. Forge Nano expects about $317 million in net cash at closing from the SPAC trust and anticipated PIPE on a $1.2 billion pre-money valuation, implying roughly $1.6 billion enterprise value at completion. The deal includes an earnout of up to $900 million across share-price or revenue tiers and is targeted to close in Q3 2026. Management highlighted a three-phase strategy built around semiconductor ALD tools and lithium‑ion batteries, including a 3 GWh U.S. battery plant backed by a $100 million Department of Energy grant and a pipeline they say supports strong revenue growth through 2027 and beyond.
Archimedes Tech SPAC Partners II Co. announced a signed business combination agreement to take Forge Nano, Inc. public via a merger, disclosed in social media communications dated April 22, 2026. The release describes Forge Nano as an atomic layer deposition (ALD) technology company with applications in semiconductors and defense batteries and notes a $100M Department of Energy grant. ATII completed a $230 million IPO in February 2025 and its securities trade on NASDAQ under ATIIU, ATII, ATIIW. ATII and Forge Nano intend to file a Form S-4 registration statement (proxy statement/prospectus) with the SEC in connection with the proposed business combination; shareholders will receive the Registration Statement when available.