Forge Nano to list on Nasdaq via merger with Archimedes Tech Partners II

Forge Nano and Archimedes Tech SPAC Partners II Co. entered into a definitive business combination agreement that would result in Forge Nano becoming a publicly listed company. Upon closing of the Transaction, the combined company will operate as Forge Nano, Inc. and its common stock and warrants are expected to trade on NASDAQ under the new ticker symbol “NANO” and “NANOW” respectively. The Company will continue to be led by Forge Nano’s existing management team, which brings deep technological and manufacturing experience. The Transaction values Forge Nano at approximately $1.2B on a pre-money, pre-merger basis. The Transaction also includes $100M in new capital committed in a private placement of common stock and warrants. Archimedes II currently holds approximately $242M in cash in trust. Assuming no redemptions, the Transaction would result in a total equity value of approximately $1.595B. The Transaction comes on the heels of Forge Nano’s Series D funding round with $82.2M funded and committed to date. The business combination values Forge Nano at a pre-money, pre-merger equity of $1.2B. Additionally, the agreement includes a non-transferable earnout entitling holders to potential additional payments of up to $900M in shares of the combined company tied to three specific trading price and revenue milestones. In addition to the $82.5M in Series D financing, the Transaction could provide up to $342M gross proceeds to Forge Nano, including: $242M of cash held in the Archimedes II trust account as of April 9, 2026; and $100M in capital committed by a leading fundamental institutional investor. Proceeds from the Transaction are expected to: Expand the production capacity of both semiconductor tools and battery cells; Accelerate Forge Nano’s technology and product roadmap; Expand into new verticals such as pharmaceuticals, data centers and quantum computing; and Scale customer adoption and establish new ecosystem partnerships. The boards of directors of Forge Nano and Archimedes II have each unanimously approved the proposed business combination and the Transaction is expected to close in the second half of 2026, subject to the approval of Archimedes II shareholders and other customary closing conditions, including the effectiveness of the registration statement on Form S-4 to be filed by an affiliate of Archimedes II and Forge Nano with the U.S. Securities and Exchange Commission, the receipt of required regulatory approvals and approval by NASDAQ to list the securities of the combined company.