Archimedes Tech SPAC Partners II Co. (ATII) is asking shareholders to approve a proposed combination with Forge Nano; the prospectus covers up to 251,510,000 shares of common stock and 11,920,000 warrants of ATII Holdings Inc., to be renamed Forge Nano Holdings, Inc. ATII would merge into Pubco, followed at least one day later by two mergers involving Forge Nano, subject to approvals and closing conditions.
The Initial PIPE Investor has a $100 million commitment under terms expected to be amended and restated; the proposed amendment, not finalized or executed, calls for 7,000,000 shares, pre-funded warrants for 3,000,000 shares, and warrants for 15,000,000 shares. Additional PIPE agreements provide for 2,300,000 shares at $10.00 per share, for a $23 million purchase price, subject to closing. Up to 90,000,000 earn-out shares depend on share-price or revenue milestones during the five years after closing.
The meeting is set for October 16, 2026. Public shareholders may redeem for an illustrative approximately $10.62 per share, based on the June 30, 2026 trust balance; redemption procedures are due by 5:00 p.m. Eastern Time on October 14, 2026. The proxy also describes differing interests of ATII’s sponsor, directors and officers relative to public shareholders.
Archimedes Tech SPAC Partners II Co. received an amended Schedule 13G/A from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah reporting passive ownership of Ordinary Shares. The reporting group collectively reports beneficial ownership of 1,367,830 Shares, representing 4.6% of the Ordinary Shares outstanding, based on 29,590,000 Shares issued and outstanding as stated in the company’s 10-Q filed on August 13, 2026.
The Shares are held directly by Tenor Opportunity Master Fund, Ltd., while Tenor Capital acts as its investment manager and Robin Shah is the managing member of the general partner of Tenor Capital. The group reports no sole voting or dispositive power, but shared voting and dispositive power over the 1,367,830 Shares. Each reporting person expressly disclaims beneficial ownership except to the extent of any pecuniary interest and notes that ownership is now 5 percent or less of the class.
Archimedes Tech SPAC Partners II Co. reported a net loss of $136.8 million for the quarter and $135.0 million for the six months ended June 30, 2026, driven primarily by a $100.0 million PIPE subscription expense and a $37.9 million increase in the related derivative liability. Cash outside the trust was $414,970, with a working capital deficit of $138.0 million, while $244.2 million remained in the Trust Account for redemptions and the proposed business combination.
The company signed a Merger Agreement with Forge Nano, Inc. valuing Closing Payment Shares off a $1.2 billion reference amount, plus up to 90,000,000 earn-out shares over five years, and structured a $100.0 million PIPE Subscription (10,000,000 Pubco shares and 15,000,000 warrants) plus an additional $23.0 million PIPE Financing. Management disclosed that limited liquidity and the need to complete a business combination by November 12, 2026 raise substantial doubt about the company’s ability to continue as a going concern.
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. 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. 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. 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. disclosed that on April 20, 2026 it entered into an Agreement and Plan of Merger with Forge Nano, Inc., and certain wholly owned ATII subsidiaries to effect a proposed business combination. The filing states a registration statement on Form S-4 will be filed and mailed to ATII shareholders in connection with the transaction.
The report furnishes a press release as Exhibit 99.1 and describes customary forward-looking statement risk factors, shareholder approval requirements, and that additional transaction details will appear in the Registration Statement and proxy statement/prospectus when filed.
Archimedes Tech SPAC Partners II Co. has signed a definitive merger agreement to take Forge Nano, Inc. public on NASDAQ. The deal values Forge Nano at approximately $1.2 billion on a pre-money, pre-merger basis, with the combined company expected to trade under “NANO” and “NANOW.”
The Transaction includes a $100 million PIPE and Archimedes II’s approximately $242 million of cash in trust, which together could provide up to $342 million in gross proceeds to Forge Nano, assuming no redemptions. An additional non-transferable earnout of up to $900 million in shares is tied to future trading-price and revenue milestones. Closing is targeted for the second half of 2026, subject to shareholder and regulatory approvals.
Archimedes Tech SPAC Partners II Co. agreed to merge with Forge Nano, Inc. and re-domesticate into Delaware via a new holding company, Forge Nano Holdings Inc. ATII will merge into Pubco, then Pubco will acquire Forge Nano through a two-step merger, leaving Forge Nano as an indirect wholly owned subsidiary.
Forge Nano stockholders will receive Pubco common stock valued using $1,200,000,000 divided by $10.00, subject to adjustments for certain convertible securities, plus up to 90,000,000 additional earn-out shares if performance milestones are met over five years. A concurrent PIPE will provide $100,000,000 in funding through the sale of 10,000,000 Pubco shares and PIPE warrants to purchase 15,000,000 Pubco shares at $10.00 per share.
Key investors and sponsors have signed support, lock-up and registration rights agreements, including lock-ups on Forge Nano holders expected to own about 56% of Pubco at closing (about 66% with maximum redemptions) and a commitment by the sponsor to contribute up to 3,300,000 ATII shares to secure financing. The business combination is expected to close as early as the third quarter of 2026, subject to shareholder approvals, regulatory clearances, an effective Form S-4 and Nasdaq listing of Pubco shares.