Archimedes Tech SPAC Partners II Co.

Archimedes Tech SPAC Partners II Co. (ATII) announced a merger agreement with Forge Nano, Inc., valuing Forge Nano at $1.2 billion, including a $100 million PIPE subscription. Concurrently, ATII reported a significant net loss of $135.05 million for the six months ended June 30, 2026, primarily due to PIPE subscription expenses and derivative liability. The company also disclosed a working capital deficit of $138.00 million and a going concern warning, citing liquidity issues and the November 12, 2026, deadline for completing a business combination.

Archimedes Tech SPAC Partners II Co. (ATII) announced the filing of an amendment to its Form S-4 registration statement with the SEC on July 24, 2026. This filing is in connection with its previously announced proposed business combination with Forge Nano, Inc. The Registration Statement, which includes a preliminary proxy statement/prospectus, has not yet been declared effective by the SEC. Investors are advised to read the Registration Statement for important information regarding the proposed transaction.

Forge Nano, which is set to merge with Archimedes Tech SPAC Partners II Co., announced an additional $23 million in PIPE financing, bringing the total PIPE commitments to $123 million. This new financing includes a $20 million strategic investment from Samsung SDI, with $10 million allocated to the PIPE and $10 million to Forge Nano's Series D, which has now closed at $97 million. The PIPE shares were priced at $10.00 each. Upon the expected closing of the business combination in the second half of 2026, Forge Nano anticipates over $367 million in pro forma cash, assuming no shareholder redemptions.

Forge Nano, which is set to merge with Archimedes Tech SPAC Partners II Co. (ATII), announced a strategic partnership with Samsung SDI. This collaboration involves Forge Nano constructing a 3 GWh per year advanced battery manufacturing facility in Morrisville, North Carolina, with Samsung SDI providing operational and manufacturing support. Production is slated to begin in 2028, with Samsung SDI committing to a conditional procurement contract for cells and Forge Nano becoming an authorized U.S. distributor for Samsung SDI cells. Forge Nano's investment of $300-$330 million for the Gigafactory is partially offset by a $100 million grant from the Department of Energy.

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.

Archimedes Tech SPAC Partners II Co. (ATII) announced the filing of a Form S-4 registration statement with the SEC on May 5, 2026. This filing is in connection with its previously announced proposed business combination with Forge Nano, Inc. The Registration Statement includes a preliminary proxy statement/prospectus and has not yet been declared effective.

Archimedes Tech SPAC Partners II Co. (ATII) announced a business combination with Forge Nano, a company specializing in atomic-scale material surface engineering. The transaction values Forge Nano at a $1.2 billion pre-money valuation and is expected to provide approximately $317 million in net cash at closing, which will fund expansion of semiconductor tool and battery manufacturing capacity. The combined entity is projected to have an enterprise value of $1.6 billion, with existing Forge Nano shareholders retaining 75% ownership. The deal includes a performance earnout of up to $900 million across three tiers, active for five years post-closing.

Archimedes Tech SPAC Partners II Co. (ATII) announced it has entered into a definitive Agreement and Plan of Merger with Forge Nano, Inc. on April 20, 2026. As part of the transaction, ATII will re-domicile to Delaware by merging with its subsidiary, ATII Holdings Inc. (Pubco). Following the reincorporation, Pubco will be renamed "Forge Nano Holdings Inc.", and ATII's units will separate into ordinary shares and warrants.