Archimedes Tech SPAC Partners II Co. 8-K

What Happened
Archimedes Tech SPAC Partners II Co. (ATII) reported on July 14, 2026 that Pubco (ATII Holdings Inc.), Forge Nano, and certain investors entered into subscription agreements for a private investment in public equity (PIPE) to fund the proposed business combination between ATII/Pubco and Forge Nano. Under the PIPE Financing, Pubco will sell 2,300,000 shares of its common stock at $10.00 per share for gross proceeds of approximately $23,000,000. The PIPE Closing is expected to occur substantially concurrently with, and is conditioned on, the closing of the proposed merger and certain customary representations and warranties.

Key Details

• PIPE size and price: 2,300,000 shares at $10.00 per share; approximately $23,000,000 gross proceeds.
• Closing conditions: PIPE Closing contingent on substantially concurrent closing of the proposed business combination and accuracy of Pubco’s and Forge Nano’s reps & warranties (with customary bring-downs).
• Registration obligation: Pubco will file (at its cost) a registration statement (Form S-3 or S-1) to register resale of the PIPE investors’ shares within 30 days of the merger closing and will use commercially reasonable efforts to have it declared effective no later than 60 days (or 90 days if the SEC will review). The registration must remain effective until the earlier of resale/cessation or three years.
• Securities treatment: The PIPE shares will be sold in a private placement and will not be registered at the time of sale, relying on the Section 4(a)(2) exemption from the Securities Act.

Why It Matters
This PIPE commitment provides a near-term, conditional source of cash to support the closing of the proposed merger with Forge Nano, lowering financing risk tied to the transaction. For existing shareholders, the PIPE will dilute equity (2.3M new shares) once issued, but the investors will generally be able to resell their shares after Pubco satisfies its registration obligations. The PIPE also includes customary indemnities and protections for the investors and contains provisions to adjust terms if more favorable issuances are made within 12 months, which can affect future dilution or issuance economics.