Archimedes Tech SPAC Partners II Co. 8-K

What Happened
Archimedes Tech SPAC Partners II Co. (ATII) announced on April 20, 2026 that it entered into an Agreement and Plan of Merger to effect a business combination with Forge Nano, Inc. The deal includes a reincorporation of ATII into a Delaware public company (to be renamed Forge Nano Holdings Inc.), a primary equity payment structure tied to $1.2 billion of closing consideration, and an associated $100 million PIPE financing. The parties expect the transaction could close as early as Q3 2026, subject to stockholder approvals, HSR clearance, an effective SEC registration (Form S-4) and Nasdaq listing of the combined company.

Key Details

• Merger mechanics: ATII will re-domicile by merging into a new Delaware Pubco; Forge Nano will merge into ATII’s subsidiary so that Pubco becomes the public parent (to be named Forge Nano Holdings Inc.).
• Closing consideration: “Closing Payment Shares” equal to $1,200,000,000 ÷ $10.00 (120,000,000 shares) less any Pubco shares issuable upon conversion of certain convertible securities.
• Earnout: Up to 90,000,000 additional Pubco shares payable over 5 years if stock-price or revenue milestones are met (three tranches of 30M shares for VWAP thresholds of $15/$20/$25 or revenue of $400M/$600M/$800M).
• PIPE: Subscription agreement for 10,000,000 Pubco shares and warrants to buy 15,000,000 shares for $100,000,000 total; warrants exercisable at $10.00 (subject to adjustments), five‑year term, with anti-dilution and price‑reset mechanics.
• Sponsor & governance: Sponsor agreed to vote in favor, not redeem or transfer certain shares, and to contribute up to 3,300,000 ATII Ordinary Shares to secure financing; Pubco’s initial board will be eight members (seven designated by Forge Nano/Company, one by the Sponsor).
• Lock-up & registration: Certain Forge Nano stockholders (expected to own ~56% post-close assuming no redemptions) agreed to a lock-up (generally 6 months or earlier upon a $12 stock-price test); registration rights and S-1 filing obligations for resales are included.

Why It Matters
This 8-K details a definitive merger that will turn Forge Nano into a public company via a SPAC combination, with $1.2 billion of primary equity consideration at close, potential for up to 90M earnout shares, and a $100M PIPE that helps fund the combined company. Key near-term milestones for investors include shareholder votes, SEC effectiveness of required registration statements (Form S-4 and S-1/PIPE registration), HSR clearance, and Nasdaq approval. The financing terms, earnout structure, warrant provisions and lock-up arrangements will affect dilution, investor liquidity and ownership stakes after closing; these are the concrete items investors should review in the full agreements and forthcoming proxy/registration filings.