Archimedes Tech SPAC Partners II Co.: Amends $100,000,000 subscription agreement

What happened The filing reports that on Oct 13, 2026, Archimedes Tech SPAC Partners II Co. (ATII), ATII Holdings Inc. (Pubco) and Forge Nano, Inc. entered into an Amended and Restated Subscription Agreement with an accredited investor. The Original Subscription Agreement, dated Apr 20, 2026, provided for the investor to purchase 10,000,000 shares of Pubco common stock at $10.00 per share and warrants to buy 15,000,000 shares for an aggregate purchase price of $100,000,000. The amendment provides that 7,031,175 of the 10,000,000 subscribed shares will be issued instead as pre-funded warrants exercisable at $0.0001 per share.

Key details

• Original private placement: 10,000,000 shares and warrants to purchase 15,000,000 shares for $100,000,000 (subscription dated Apr 20, 2026).
• Amendment (Oct 13, 2026): 7,031,175 subscribed shares converted to pre-funded warrants; exercise price $0.0001, no expiration, exercisable on issuance.
• Pre-funded warrants may be exercised on a net-issuance basis and include a beneficial ownership limitation elective by the holder (options include 4.9%, 9.9% or 19.9%, with changes effective after 61 days).
• ATII and the sponsor, with consent of BTIG, LLC, waived transfer restrictions on 3,000,000 ordinary shares to be transferred by the sponsor to the investor under the Purchaser Support Agreement (Oct 13, 2026).

Why it may matter This filing reports Item 1.01 (entry into a material definitive agreement) and Item 3.02 (unregistered sales of equity securities), describing the amended subscription terms, the issuance form (pre-funded warrants), exercise mechanics and transfer-restriction waiver. The filing does not show why the insider traded or why the company acted.