Archimedes Tech SPAC Partners II Announces Forge Nano Merger

Archimedes Tech SPAC Partners II Corporation ( (ATII) ) has shared an update.

On April 20, 2026, Archimedes Tech SPAC Partners II entered into an agreement to merge with Forge Nano in a multi-step business combination that will re-domicile the SPAC from the Cayman Islands to Delaware, create a new holding company called Forge Nano Holdings Inc., and value Forge Nano at approximately $1.2 billion in equity consideration, with existing Forge Nano shareholders receiving Pubco stock and potential earn-out of up to 90 million additional shares tied to share price and revenue milestones over five years. The deal, expected to close as early as the third quarter of 2026 subject to shareholder and regulatory approvals, is supported by a $100 million PIPE financing featuring 10 million new shares and 15 million warrants plus anti-dilution and reset mechanics, sponsor share contributions to backstop additional financing, and lock-up and registration rights agreements that will concentrate post-closing control with Forge Nano holders and provide substantial upside incentives but also introduce meaningful warrant overhang and potential dilution for public investors.

Conditions to closing include effectiveness of an S-4 registration statement, Hart-Scott-Rodino clearance, Nasdaq listing approval for the new Pubco shares, and the absence of material adverse effects on either party, while either side can terminate the agreement under a range of failure-to-close, breach or regulatory-block triggers before the outside date. Governance at closing will shift to an eight-member board with seven directors designated by Forge Nano and one by the SPAC sponsor, aligning corporate control with the operating target, and a comprehensive package of lock-up restrictions, registration rights and warrant features will shape trading dynamics, capital-raising flexibility and ownership concentration in the newly listed Forge Nano Holdings Inc. following completion of the transaction.

More about Archimedes Tech SPAC Partners II Corporation

Archimedes Tech SPAC Partners II Corporation is a Cayman Islands-incorporated special purpose acquisition company focused on effecting mergers, share exchanges and similar business combinations to take private companies public, with its securities listed on Nasdaq. Through its proposed merger with U.S.-based Forge Nano, Inc., a technology company, Archimedes Tech SPAC Partners II aims to re-domicile in Delaware and transition into an operating holding company under the name Forge Nano Holdings Inc., shifting from a capital-raising shell to an advanced industrial technology platform for public market investors.

Average Trading Volume: 54,233

Technical Sentiment Signal: Buy

Current Market Cap: $308.9M

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