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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.