ATII/Forge Nano PIPE amended: 7,031,175 of 10M shares swapped into $0.0001 pre-funded warrants

ATII Holdings Inc.

Amended and restated subscription agreement signed Oct 13, 2026 keeps the $100M PIPE at $10.00/share plus 15,000,000 warrants exercisable at $10.00.
7,031,175 of the investor's 10,000,000 subscribed Pubco shares now issued as pre-funded warrants at $0.0001/share, no expiration, net-issuance exercisable.
Investor gets 5,000,000 Additional Warrants if it still beneficially owns at least 5,000,000 shares at the 24-month anniversary of closing.
Reset Warrants apply if VWAP 21 trading days after the six-month anniversary is below the exercise price; Reset Floor is $7.28 if $200M debt financing is committed, else $5.00.
ATII and Sponsor Archimedes Tech SPAC Sponsors II LLC, with BTIG consent, waived transfer restrictions on 3,000,000 ATII ordinary shares moving to the investor.

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