Archimedes Tech SPAC Partners II Co. (ATII) entered into a definitive Agreement and Plan of Merger with Forge Nano, Inc., ATII Holdings Inc. (Pubco), ATII Merger Sub Inc., and ATII Merger Sub II, LLC. ATII will re-domicile to Delaware by merging with Pubco, which will subsequently be renamed Forge Nano Holdings Inc. Forge Nano will merge into a wholly-owned subsidiary of Pubco, becoming a wholly-owned subsidiary of the combined entity. Forge Nano is valued at $1.2 billion in the transaction. A Private Investment in Public Equity (PIPE) of $100 million has been secured from an accredited investor, involving the sale of 10,000,000 shares of Pubco Common Stock and 15,000,000 warrants. Forge Nano stockholders and holders of Pubco Convertible Securities are eligible to receive up to an aggregate of 90,000,000 additional earn-out shares of Pubco Common Stock over a five-year period, contingent on achieving specific stock price (VWAP of $15.00, $20.00, $25.00) or revenue milestones ($400 million, $600 million, $800 million). The Sponsor (Archimedes Tech SPAC Sponsors II LLC) agreed to contribute up to 3,300,000 ATII Ordinary Shares to secure financing transactions related to the business combination. Certain significant Forge Nano stockholders, collectively owning approximately 56% of Pubco Common Stock at closing (or 66% assuming maximum redemptions), are subject to a lock-up period of six months post-closing, or earlier if the Pubco Common Stock reaches $12.00 per share for 20 trading days within any 30-day period. The business combination is expected to close as early as the third quarter of 2026.