Archimedes Tech SPAC Partners II Files Proxy for Forge Nano Merger

What happened

Archimedes Tech SPAC Partners II Co. (ticker ATII) filed a definitive proxy statement on Sept. 24, 2026, asking shareholders to approve its previously announced business combination with Forge Nano, Inc., a Delaware corporation. The filing is a DEFM14A — the final version of a proxy statement, filed with the SEC before a shareholder vote.

The company is a blank-check company, also called a SPAC: a publicly traded shell with no operating business of its own, formed to raise money and then merge with a private company. ATII is incorporated in the Cayman Islands.

The merger agreement was signed April 20, 2026, according to the filing. ATII's board unanimously approved the transaction and recommends shareholders vote for it. The filing schedules an extraordinary general meeting of ATII shareholders, though the excerpt provided does not state the meeting date.

Shares closed at $10.685 on the event date, up 0.05% from the prior close of $10.68, according to the price data.

The structure of the deal

The transaction is a sequence of mergers, not a single one. First, ATII re-domiciles from the Cayman Islands to Delaware by merging into ATII Holdings Inc., a Delaware subsidiary, which survives and is renamed Forge Nano Holdings, Inc. This step is called the Domestication Merger.

In that step, each outstanding ATII unit separates automatically into one ATII ordinary share plus one-half of one warrant. Each whole warrant gives the holder the right to buy one ATII ordinary share at $11.50. Each ATII ordinary share is then cancelled and exchanged for one share of common stock of the surviving public company.

At least one day later, a subsidiary of the public company merges into Forge Nano, with Forge Nano surviving as a subsidiary. Immediately after that, Forge Nano merges into a second subsidiary, which survives. Forge Nano stockholders receive shares of the public company's common stock. The filing defines the total consideration as $1,200,000,000 divided by $10.00, minus any shares issued upon exercise of convertible securities exchanged in the deal — a formula yielding the "Closing Payment Shares."

Forge Nano warrants and Ascent Funds options are assumed by or converted into securities of the public company. Forge Nano stock options become options on the public company's stock, with adjusted share counts and exercise prices.

Earn-out and PIPE financing

The filing describes an earn-out: up to 90,000,000 additional shares of the public company's common stock, placed in escrow at closing and released only if milestones are met within five years. Thirty million shares are released if the stock's volume-weighted average price reaches $15.00 over any 30-trading-day period, or if trailing twelve-month revenue reported to the SEC reaches $400 million. A second 30 million is tied to $20.00 or $600 million in revenue; a third to $25.00 or $800 million. The milestones are cumulative, so hitting a higher one also releases the lower ones.

Alongside the merger, ATII, the public company and Forge Nano signed a subscription agreement with an accredited investor for $100 million. Under the original terms, the investor would buy 10,000,000 shares at $10.00 each plus warrants for 15,000,000 more shares at $10.00. The filing says this agreement is expected to be amended to 7,000,000 shares plus pre-funded warrants for 3,000,000 shares at $0.0001 each, alongside the 15,000,000 warrants, for the same $100 million total. The amended agreement and pre-funded warrants have not been finalized or executed, per the filing.

In connection with the PIPE financing, the sponsor will transfer 3,000,000 founder shares to the PIPE investor at closing for no additional cash, according to the filing.

What this means

A proxy statement is the document a public company must send shareholders before a vote on matters that require their approval. It explains what is being voted on and gives shareholders the information needed to decide. A DEFM14A is the definitive version — the final, filed document — as opposed to a preliminary proxy, which is a draft that may still change. In a SPAC merger, the proxy statement is also a prospectus: the same document registers the new shares the public company will issue to the target's shareholders and to PIPE investors.

A SPAC is a company with money but no operations. It raises cash in an initial public offering, holds that cash in trust, and then finds a private company to merge with — giving the private company a public listing without a traditional IPO. Here, the cash was raised by ATII; the operating business being brought in is Forge Nano. ATII units, mentioned in the filing, are a feature of SPAC IPOs: a unit bundles one share and a fraction of a warrant, and the two pieces separate at the time of a deal. ATII units split into one share plus half a warrant, and each whole warrant can buy a share at $11.50 — a fixed "strike" price, above the current trading price of roughly $10.69.

The earn-out shares are contingent consideration. Rather than paying Forge Nano's owners the full price up front, the deal places part of the payout in escrow, to be released only if the merged company's stock or revenue reaches specified levels. That shifts some risk onto the sellers: if the milestones are never reached, those shares are not distributed. The thresholds — $15, $20 and $25 per share, or $400 million, $600 million and $800 million in revenue — are set out in the filing.

The PIPE financing is private investment in public equity: money committed by an investor ahead of closing, at a set price, in exchange for shares and warrants. PIPE cash is commonly used to meet the cash condition on the deal and reduce redemptions, though the filing excerpt here does not say what the proceeds will fund. Under the original subscription agreement, the investor pays $10.00 per share; the proposed amendment would split the share purchase into 7,000,000 shares plus pre-funded warrants for 3,000,000 shares, which cost almost nothing to exercise ($0.0001 each). The investor's total commitment stays at $100 million either way, but the mix of what it receives changes.

The business combination is conditioned on shareholder approval of each of the proposals described as "Condition Precedent Proposals." If any fail, the merger agreement may be terminated unless the parties waive the relevant conditions. The filing excerpt does not state the meeting date or the date the deal is expected to close, and the sources provided do not explain why ATII and Forge Nano agreed to merge or what Forge Nano's business is. The filing does not state the reasons for the PIPE amendment beyond the expected terms.