Welcome to our dedicated page for Archimedes Tech SPAC Partners II Co. SEC filings (Ticker: ATIIU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Archimedes Tech SPAC Partners II Co. filings document material-event reporting for a Cayman Islands blank-check company with ordinary shares and warrants listed on Nasdaq. The company’s 8-K disclosures cover material definitive agreements, shareholder voting matters, capital-structure information, SPAC security-structure disclosures, risk factors, and operating and financial results.
The filing record focuses on the formal mechanics of a SPAC issuer, including governance actions and securities disclosures connected to its units, ordinary shares, and warrants.
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. 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. 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.
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.
Barclays PLC filed an amended Schedule 13G to report its beneficial ownership in Archimedes Tech SPAC Partner common stock. Barclays reports beneficial ownership of 1,148,590 common shares, representing 3.88% of the outstanding class as of the reported date.
Barclays states it has sole voting and sole dispositive power over all 1,148,590 shares, with no shared voting or dispositive power. The filing confirms that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Barclays PLC filed an amended Schedule 13G to report its beneficial ownership in Archimedes Tech SPAC Partner common stock. Barclays reports beneficial ownership of 1,148,590 common shares, representing 3.88% of the outstanding class as of the reported date.
Barclays states it has sole voting and sole dispositive power over all 1,148,590 shares, with no shared voting or dispositive power. The filing confirms that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Barclays PLC reports beneficial ownership of 1,864,405 shares of Archimedes Tech SPAC Partner common stock, representing 6.30% of the class. The filing shows Barclays has sole voting and dispositive power over 1,864,400 shares and shared voting and dispositive power over 5 shares, indicating control over the vast majority of its disclosed stake.
Barclays is classified as an HC (parent holding company) and identifies Barclays Bank PLC and Barclays Capital Securities Ltd as the subsidiaries that acquired the securities. The filing includes a certification that the shares were acquired and are held in the ordinary course of business and not to change or influence control.
Archimedes Tech SPAC Partners II Co. is a blank-check company that completed its IPO on February 12, 2025, selling 23,000,000 Units (including a full 3,000,000-unit over-allotment) at $10.00 per Unit for gross proceeds of $230,000,000 and a simultaneous private placement of 840,000 Units for $8,400,000.
As of June 30, 2025 the company reports total assets of $236,897,701, comprised of $234,944,821 held in a Trust Account and $1,764,859 of cash outside the trust. Total liabilities are $8,209,120, including a deferred underwriting fee payable of $8,050,000. Ordinary shares subject to possible redemption (23,000,000 shares) are reflected at a redemption value of $234,944,821, producing shareholders' deficit of $(6,256,240).
The company had net income of $2.36 million for the quarter and $3.52 million for the six months ended June 30, 2025, driven by interest earned on trust assets of $2.49 million and $3.79 million, respectively, offset by general and administrative expenses of $130,359 and $277,020. The Company has not commenced operations, has not selected a Business Combination target, and must complete a Business Combination within the 21-month completion window or effect liquidation as described in its charter.