Archimedes Tech SPAC to merge with Forge Nano at $1.2B enterprise value; expected close Q3 2026

Archimedes Tech SPAC Partners II Co.

Merger values Forge Nano at $1.2B; SPAC shareholders receive $10 per share reference price for Pubco Common Stock.
Up to 90M earn-out shares issuable if Pubco shares hit $15/$20/$25 or revenue reaches $400M/$600M/$800M within 5 years.
Sponsor agreed to vote for deal and not redeem; contributes up to 3.3M ordinary shares to secure financing.
Forge Nano stockholders representing ~56% of pro forma shares (66% under max redemptions) subject to 6-month lock-up.
Closing expected in Q3 2026; subject to shareholder approval, HSR clearance, SEC effectiveness, and Nasdaq listing.

item 1.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.4

Archimedes Tech SPAC Partners II Co. issued common stock.

Security: common stock

Exact text from the filing

The shares of Pubco Common Stock and PIPE Warrants issuable in connection with the PIPE Investment will not be registered under the Securities Act of 1933, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Archimedes Tech SPAC Partners II Co. entered into Agreement and Plan of Merger with Forge Nano, Inc. (effective 2026-04-20).

Action: entry
Agreement: merger
Counterparty: Forge Nano, Inc.
Effective: 2026-04-20

Exact text from the filing

On April 20, 2026, Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company (“ ATII ” or the “ Company ”), ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“ Pubco ”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII (“ Merger Sub I ”), ATII Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of ATII (“ Merger Sub II ”) and Forge Nano, Inc., a Delaware corporation (“ Forge Nano ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).

View on SEC.gov

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Archimedes Tech SPAC Partners II Co. filing history →

Source: SEC EDGAR

accession 0001437749-26-012856

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