10-Q: Archimedes Tech SPAC II Reports Q2 2026 Results, Merger Progress

Archimedes Tech SPAC Partners II Co. filed its Q2 2026 Form 10-Q, detailing a substantial net loss and outlining progress on its proposed business combination with Forge Nano, Inc.

Summary

• Archimedes Tech SPAC Partners II Co. (ATII) reported its financial results for the quarter ended June 30, 2026.
• The company incurred a net loss of $136,752,922 for the three months ended June 30, 2026, and $135,048,119 for the six months ended June 30, 2026.
• As of June 30, 2026, the company had $414,970 in cash and a working capital deficit of $138,002,669.
• The company has entered into a merger agreement with Forge Nano, Inc., with the business combination expected to close.
• A PIPE financing of $23,000,000 is expected to close in conjunction with the business combination.
• The company faces substantial doubt regarding its ability to continue as a going concern due to its liquidity and the upcoming mandatory liquidation date of November 12, 2026, if a business combination is not completed.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to significant net losses and the ongoing uncertainty surrounding the completion of a business combination before the mandatory liquidation date.

Positives

• The company has entered into a definitive merger agreement with Forge Nano, Inc., indicating progress towards a business combination.
• A PIPE financing of $23,000,000 is anticipated to close concurrently with the business combination, providing additional capital.
• The Trust Account holds $244,162,068 as of June 30, 2026, providing a significant reserve for the business combination or potential redemptions.

Negatives

• The company reported a significant net loss of $136,752,922 for the three months ended June 30, 2026, and $135,048,119 for the six months ended June 30, 2026.
• A substantial working capital deficit of $138,002,669 exists as of June 30, 2026.
• The company's ability to continue as a going concern is in doubt due to its liquidity and the approaching mandatory liquidation date of November 12, 2026.
• The fair value of the PIPE subscription derivative liability increased by $37,942,000 during the period, negatively impacting net income.

Risks

• Failure to complete an initial business combination by November 12, 2026, will result in the cessation of all operations except for winding up and liquidation.
• The company's ability to sustain operations for a reasonable period (at least one year) is uncertain due to expected significant costs in pursuing acquisition plans.
• The fair value of the PIPE subscription derivative liability is subject to significant fluctuations, impacting financial results.
• The company may not be able to complete the business combination if the aggregate cash consideration for redemptions exceeds available cash.

Future Outlook

The company's primary focus is on completing its initial business combination with Forge Nano, Inc. The success of this combination is critical for its future operations. The company anticipates incurring significant costs in pursuit of its acquisition plans and faces a mandatory liquidation deadline if the business combination is not completed by November 12, 2026. A PIPE financing of $23,000,000 is expected to close concurrently with the business combination.

Management Comments

• Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans.
• In addition, if the Company is unable to complete an initial business combination by November 12, 2026, then the Company will cease all operations except for the purpose of liquidating.
• The date for mandatory liquidation and subsequent dissolution and liquidity condition raise substantial doubt about the Companys ability to continue as a going concern.
• Management plans to consummate an initial business combination prior to the mandatory liquidation date.

Industry Context

StockSavvy.ai notes that this filing reflects the typical financial position and operational focus of a Special Purpose Acquisition Company (SPAC) in its pre-business combination phase. The significant net losses are common as SPACs incur operational and administrative expenses while seeking a target. The progress towards a business combination with Forge Nano, Inc., and the associated PIPE financing, are key events that will determine the company's future trajectory.

Comparison to Industry Standards

• As a SPAC, direct comparison to traditional operating companies is not applicable. However, the financial structure, with a large portion of assets held in trust and significant operating losses, is standard for SPACs prior to a business combination.
• The net loss per share for redeemable ordinary shares of ($4.62) for the three months ended June 30, 2026, reflects the substantial expenses and fair value adjustments related to the PIPE subscription, which is a common feature in SPAC transactions.
• The company's cash burn rate, as indicated by net cash used in operating activities of $871,557 for the six months ended June 30, 2026, is within the expected range for SPACs actively pursuing a business combination.

Legal Proceedings

• None.

Related Party Transactions

• The Sponsor made a capital contribution of $25,000 for 5,750,000 founder shares.
• The Sponsor and BTIG purchased 840,000 Private Placement Units for $8,400,000.
• The Company owes $0 to officers as a due to related party as of June 30, 2026 (previously $1,239 as of December 31, 2025).
• An administrative support agreement with the Sponsor incurs a monthly fee of $10,000 for office space and services.
• The Sponsor may provide working capital loans, up to $1,500,000 of which may be convertible into units.

Stakeholder Impact

• Shareholders face uncertainty regarding the completion of the business combination and the potential for liquidation.
• Public shareholders may redeem their shares if they do not approve of the business combination.
• The Sponsor has agreed to vote in favor of the business combination and has certain obligations regarding contributions and potential loan conversions.
• Underwriters are entitled to a deferred fee of $8,050,000, payable only upon completion of the business combination.

Next Steps

• Complete the business combination with Forge Nano, Inc.
• Close the PIPE financing concurrently with the business combination.
• File a registration statement on Form S-1 with the SEC within 30 days following the closing of the Business Combination to register resale of certain securities.
• If the business combination is not completed by November 12, 2026, the company will cease operations and liquidate.

Key Dates

Recommendation

The company is in a critical pre-merger phase with significant financial losses and a looming liquidation deadline. While the merger with Forge Nano is progressing, the outcome remains uncertain. Investors should hold positions to see if the merger is successfully completed and if the post-merger entity demonstrates a viable path to profitability, but the current financial state and risks warrant caution.

Keywords

SPAC, Business Combination, Forge Nano, PIPE Financing, Merger Agreement, Going Concern, Liquidation, Financial Statements