MergerMay 14, 2026, 04:39 PM
ATII to Merge with Forge Nano in $1.2B Deal
AI Summary
Archimedes Tech SPAC Partners II Co. (ATII) announced a definitive merger agreement with Forge Nano, Inc., a Delaware corporation, on April 20, 2026. The transaction will involve ATII re-domiciling as a Delaware corporation (Pubco), which will then merge with Forge Nano, valuing Forge Nano at $1.2 billion. The agreement includes potential earn-out shares and a $100 million PIPE investment. For the three months ended March 31, 2026, ATII reported a net income of $1,704,803, and its Trust Account balance grew to $242,002,931, though the company noted a going concern risk if the business combination is not completed by November 12, 2026.
Key Highlights
- Archimedes Tech SPAC Partners II Co. (ATII) entered a merger agreement with Forge Nano, Inc. on April 20, 2026.
- The business combination involves ATII re-domiciling as a Delaware corporation (Pubco), then merging with Forge Nano.
- Forge Nano stockholders will receive Pubco common stock based on a $1.2 billion valuation.
- Up to 90,000,000 additional Pubco common shares are issuable upon achievement of certain milestones post-closing.
- A subscription agreement with an accredited investor will provide $100 million for 10,000,000 Pubco common shares and 15,000,000 warrants.
- Net income for the three months ended March 31, 2026, was $1,704,803, up from $1,159,223 in 2025.
- Cash held in the Trust Account increased to $242,002,931 as of March 31, 2026, from $239,860,969 at December 31, 2025.
- The company faces a going concern risk if the initial business combination is not completed by November 12, 2026.