ATII.NASDAQArchimedes Tech Spac Partners Ii CO

8-K: Archimedes SPAC to Merge with Forge Nano in $1.2B Deal

Sentiment:

Merger Announcement 20 April 2026 5:30 PM

📋All filings for Archimedes Tech Spac Partners Ii CO

Archimedes Tech SPAC Partners II Co. announced a definitive merger agreement with Forge Nano, Inc., valuing the combined entity at $1.2 billion and including a $100 million PIPE financing.

Capital raiseA Private Investment in Public Equity (PIPE) of $100,000,000 has been secured from an accredited investor.The PIPE includes the sale of 10,000,000 shares of Pubco Common Stock and 15,000,000 warrants to purchase Pubco Common Stock at an exercise price of $10.00.The Sponsor agreed to contribute up to 3,300,000 ATII Ordinary Shares to secure one or more financing transactions, including 3,000,000 shares for the $100 million PIPE and 300,000 for other potential financing.Potential for additional PIPE Warrants (Additional Warrants and Reset Warrants) based on future beneficial ownership and stock price performance, which could lead to further capital infusion upon exercise.

Summary

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.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive development, as it outlines a clear path for Forge Nano to become a public entity with significant capital infusion and structured incentives for future growth, despite inherent risks in SPAC transactions.

Positives

The transaction values Forge Nano at a substantial $1.2 billion, reflecting confidence in its business model and future prospects.
A $100 million PIPE financing provides significant capital for the combined entity's growth and operations.
The earn-out structure, offering up to 90,000,000 additional shares based on stock price and revenue milestones, aligns incentives for Forge Nano's existing shareholders and management with the long-term performance of the public company.
The Sponsor's commitment to contribute up to 3,300,000 shares to secure financing demonstrates strong support for the transaction.
Lock-up agreements for key Forge Nano stockholders (representing 56-66% of Pubco Common Stock) provide stability and signal long-term commitment post-merger.

Risks

Risks related to the occurrence of any event, change, or circumstances that could delay the business combination or give rise to its termination.
Risks related to the outcome of any legal proceedings that may be instituted against ATII or Forge Nano following the announcement of the transactions.
Inability to complete the proposed business combination due to the failure to obtain approval of the shareholders of ATII and Forge Nano, or other conditions to closing.
The risk that the proposed business combination disrupts ATII's or Forge Nano's current plans and operations as a result of the announcement.
Risks related to Forge Nano's ability to realize the anticipated benefits of the proposed business combination, which may be affected by competition and the ability to grow and manage growth profitably.
Costs related to the proposed business combination.
Risks related to changes in applicable laws or regulations.
Forge Nano's ability to successfully develop and deploy new technologies, meet customer specifications, or adequately provide support and services.
Risks related to the availability and cost of raw materials necessary for the production of Forge Nano's products.
Delays in the construction and operation of production facilities.
Risks related to intellectual property infringement, data protection, and other losses.
The amount of redemption requests made by ATII's public shareholders.
Forge Nano's ability to operate effectively as a public company, including implementing controls and procedures required for public companies.
Changes in domestic and foreign business, market, financial, political, and legal conditions.
Other economic, business, and/or competitive factors.

Future Outlook

The combined company, Forge Nano Holdings Inc., aims to leverage the $100 million PIPE financing and potential earn-out incentives to drive growth and achieve significant revenue milestones ($400M, $600M, $800M) within five years post-closing. The business combination is expected to close as early as Q3 2026, positioning the entity for public market operations and strategic expansion.

Management Comments

The Purchaser's board of directors approved the Merger Agreement and related transactions, determining them to be fair, advisable, and in the best interests of the Purchaser and its shareholders.
The Company's board of directors approved and declared advisable the Merger Agreement and related transactions, determining them to be fair to and in the best interests of the Company and its stockholders.

Industry Context

StockSavvy.ai notes that this SPAC merger represents a common strategy for private companies like Forge Nano to access public markets and capital for growth, particularly in specialized technology sectors like advanced materials. The structure, including PIPE financing and earn-out provisions, is typical for de-SPAC transactions, aiming to align incentives and provide post-merger capital for the combined entity's strategic objectives.

Comparison to Industry Standards

The $1.2 billion valuation for Forge Nano is a significant figure for a private company entering the public market via SPAC, suggesting strong growth potential or a unique technological advantage in its sector, comparable to other high-profile materials science or deep tech SPAC transactions.
The $10.00 PIPE share price and $10.00-$11.50 warrant exercise prices are standard for SPAC transactions, often set near the SPAC's trust value, aligning with market expectations for such deals.
The earn-out structure with revenue and stock price targets ($400M-$800M revenue, $15-$25 stock VWAP) is a common mechanism in de-SPACs to incentivize post-merger performance and align interests with new public shareholders, similar to deals seen with other high-growth tech companies like QuantumScape or Solid Power in the battery technology space.
The lock-up period for existing Forge Nano shareholders (6 months or $12.00 stock price) is a typical measure to ensure stability post-merger, comparable to lock-up provisions in IPOs or other business combinations for technology companies.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Board of Directors	N/A (ATII's board)	Eight individuals: seven designated by Forge Nano, one by the Sponsor	Effective as of the Closing	Restructuring of the board for the combined public entity, Forge Nano Holdings Inc.
Chief Executive Officer	N/A (ATII's CEO)	Same individual as Forge Nano's CEO immediately prior to First Effective Time (Paul Lichty)	Immediately after the Closing	Continuity of leadership for the operating business.
Chief Financial Officer	N/A (ATII's CFO)	Same individual as Forge Nano's CFO immediately prior to First Effective Time	Immediately after the Closing	Continuity of leadership for the operating business.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Organizational Documents	Pubco will adopt Delaware organizational documents, including changing its name to Forge Nano Holdings Inc.	Reincorporation Effective Time	Establishes the legal and operational framework for the combined public company under Delaware law.
Board Structure	Pubco's board of directors will consist of eight individuals, classified into three classes with staggered terms.	Effective as of the Closing	Implements a staggered board structure, common in public companies, which can influence corporate control and stability.
Director Indemnification	Pubco will provide customary director indemnification agreements to its directors.	At or before the Closing	Ensures protection for directors, aligning with standard corporate governance practices for public companies.
Indemnification Provisions	Organizational Documents of Pubco and the Surviving Company will contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons for six years after the Effective Time.	Effective as of the Closing	Provides ongoing protection for past and present directors and officers, crucial for attracting and retaining talent.
D&O Tail Insurance	A tail insurance policy will be obtained and fully paid for up to a six-year period from and after the First Effective Time for events occurring prior to the First Effective Time.	Prior to the First Effective Time	Protects directors and officers from liabilities arising from actions taken before the merger, a standard practice in M&A.

Related Party Transactions

Purchaser Support Agreement: Entered into by ATII, Forge Nano, and the Sponsor, where the Sponsor agrees to vote all its shares in favor of the merger, not redeem shares, and contribute up to 3,300,000 ATII Ordinary Shares to secure financing transactions.
Amended and Restated Consulting Agreement: Between Ascent Funds International Management LLC and Forge Nano (dated September 1, 2025), which includes options/rights to acquire Forge Nano securities that will be converted into Pubco Ascent Warrants.
Administrative Services Agreement: Dated February 10, 2025, between Purchaser and Archimedes Tech SPAC Sponsors II LLC.
Private Units Purchase Agreement: Dated February 10, 2025, between Purchaser and Archimedes Tech SPAC Sponsors II LLC.

Stakeholder Impact

Shareholders (ATII): Will vote on the merger, have redemption rights, and will receive Pubco Common Stock and Warrants upon reincorporation, subject to the terms of the merger.
Shareholders (Forge Nano): Will receive Pubco Common Stock as merger consideration and potentially earn-out shares based on future performance. Significant shareholders are subject to a lock-up period.
Employees (Forge Nano): Current key management (CEO, CFO) are expected to continue in their roles at the combined entity. Employee benefit plans and compensation are subject to specific covenants.
Investors (PIPE): Will provide $100 million in capital, receiving Pubco Common Stock and Warrants, with potential for additional warrants based on beneficial ownership and stock price performance.
Sponsor: Committed to supporting the merger through voting, non-redemption, and contributing shares to secure financing. Will have one designated board seat on the Post-Closing Pubco Board.

Next Steps

ATII will re-domicile to Delaware by merging with Pubco, which will be renamed Forge Nano Holdings Inc.
Forge Nano will undergo a two-step merger into subsidiaries of Pubco.
Joint preparation and filing of a Form S-4 Registration Statement with the SEC, which will include a proxy statement for ATII shareholders.
Solicitation of proxies from ATII shareholders for approval of the business combination and related matters.
Obtain necessary regulatory approvals, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Pubco Common Stock must be approved for listing on Nasdaq.
The closing of the Business Combination is expected as early as the third quarter of 2026.
Forge Nano is to deliver audited consolidated financial statements for fiscal years ended December 31, 2024 and 2023, and unaudited statements for the 12-month period ended December 31, 2025, and subsequent quarterly periods.
The Company will obtain waivers and solicit stockholder approval for any Section 280G parachute payments.
Pubco will file a registration statement on Form S-1 for the resale of certain securities held by the Subject Parties within 30 calendar days following the Closing.

Key Dates

Date	Description
2025-02-10	Date of IPO Prospectus, Letter Agreement, Registration Rights Agreement, Administrative Services Agreement, and Private Units Purchase Agreement.
2025-02-11	Date IPO Prospectus filed with SEC.
2025-09-01	Date of Amended and Restated Consulting Agreement between Ascent Funds International Management LLC and Forge Nano.
2025-12-31	Date of Forge Nano's unaudited financial statements for the 12-month period ended.
2026-04-20	Date of the Agreement and Plan of Merger.
2026-Q3	Earliest expected closing of the Business Combination.
2027-01-20	Outside Date for termination of the Merger Agreement.
6 months after Closing	End of lock-up period for certain Forge Nano stockholders, or earlier if Pubco Common Stock reaches $12.00 for 20 trading days within a 30-day period.
24-month anniversary of Closing Date	Investor may receive Additional Warrants if beneficial ownership condition is met.
21st trading day following 6-month anniversary of Closing Date	VWAP Reset for PIPE Warrants.
2-year anniversary of Closing Date	PIPE Warrants may be redeemed by the Company.
30 calendar days following Closing	Deadline for Issuer to file Form S-1 Registration Statement for resale of Registrable Securities.
60 calendar days after S-1 filing (or 90 if SEC reviews)	Deadline for S-1 Registration Statement to become effective.
5 Business Days after SEC notification of no review	Deadline for S-1 Registration Statement to become effective.
30 days following effectiveness of Registration Statement	Deadline for the Purchaser Extraordinary General Meeting.

Recommendation

hold

The filing announces a definitive merger agreement and associated financing, which is a significant corporate event. While the terms appear favorable for the combined entity's future, the transaction is still subject to shareholder approvals and closing conditions. A 'hold' recommendation is prudent as investors assess the successful completion of the merger and the subsequent performance of the combined company.

Keywords

SPAC, Merger, Forge Nano, Archimedes Tech SPAC, PIPE, Business Combination, Coating Technology, Materials Science, Public Company, Nasdaq

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