Forge Nano completes SPAC merger with Archimedes Tech II; $123M PIPE, 22.2M shares redeemed

ATII Holdings Inc.

Closed Oct. 22, 2026: Forge Nano merged into Archimedes Tech SPAC; former Forge Nano holders received 116,015,828 Pubco shares at ~28.5-to-1 exchange ratio.
PIPE totaled $123M: $100M initial ($10/share; 2,968,825 shares, 7,031,175 pre-funded warrants, 15M warrants) plus $23M from other investors for 2.3M shares.
22,219,068 ATII public shares redeemed at ~$10.73, about $238.4M, leaving ~$8.4M in trust; total Pubco shares issued 128,655,585.
90M Earn-Out Shares escrowed, vesting at $15/$20/$25 VWAP or revenue $400M/$600M/$800M; 8,744,864 PSUs use same thresholds.
Lock-ups: Forge Nano holders restricted six months or until stock trades at $12 for 20 of 30 days; Sponsor transferred 3.3M shares to PIPE investors.

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