Archimedes Tech SPAC Partners II Co. Announces Merger Agreement with Forge Nano, Inc.; Significant Capital Raised and Expansion Plans Revealed

Key Highlights:

• Archimedes Tech SPAC Partners II Co. (“ATII”), a Cayman Islands exempted company listed on Nasdaq, has entered into a definitive Agreement and Plan of Merger with Forge Nano, Inc., a Delaware corporation.
• The transaction is supported by approximately \$182 million of committed capital from PIPE and Series D investors, satisfying the minimum cash condition for the deal.
• Proceeds from the deal—alongside \$242 million of cash held in the Archimedes II trust account (as of April 9, 2026, assuming no redemptions)—will be used to scale U.S. manufacturing for semiconductor tools and lithium-ion batteries, and to expand into high-growth sectors like pharmaceuticals, data centers, and quantum computing.
• A \$100 million commitment has been secured from a leading fundamental institutional investor, further bolstering the transaction’s financial foundation.
• A webcast and conference call is scheduled for Tuesday, April 28 at 2:00 pm ET to discuss the proposed transaction and review the investor presentation.
• All securities related to the business combination are registered and traded on Nasdaq under the symbols ATIIU (units), ATII (ordinary shares), and ATIIW (warrants).
• ATII is classified as an emerging growth company, which may impact its reporting and compliance obligations.

Detailed Analysis:

• Transaction Structure: The merger agreement involves ATII Holdings Inc. (Delaware, wholly-owned by ATII), ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano. The combination is expected to close in the second half of 2026, assuming completion of regulatory and Nasdaq approvals.
• Capital Structure & Use of Funds: The deal is underpinned by a robust capital raise, including PIPE and Series D rounds, with a minimum cash condition now met. The \$182 million in new commitments, plus \$242 million in trust (assuming no redemptions), and the \$100 million institutional investor commitment will enable significant expansion. Funds are earmarked for scaling manufacturing, accelerating Forge Nano’s technology roadmap, expanding production capacity for semiconductor tools and battery cells, entering new verticals (pharmaceuticals, data centers, quantum computing), and establishing new ecosystem partnerships.
• Management Commentary: Forge Nano’s management emphasizes that the company has spent the past decade building a differentiated platform and establishing commercial traction. They highlight the planned use of proceeds to expand production capacity, accelerate technology, and scale adoption in new markets.
• Shareholder Implications: The merger and capital raise are expected to be highly price-sensitive events. Investors should note the possibility of dilution (from new shares issued), redemption requests from public shareholders, and the competitive landscape in Forge Nano’s sectors. The transaction’s completion, financial strength, and planned expansion could impact share values positively, but risks remain—such as execution risk, competitive threats, and uncertainties in regulatory approvals.
• Risks & Forward-Looking Statements: The report contains extensive forward-looking statements regarding the merger, future financial performance, and strategy. Risks include potential delays or termination of the merger, legal proceedings, failure to obtain shareholder or regulatory approval, disruptions to current operations, competitive pressures, intellectual property issues, and the ability to operate effectively as a public company. Actual results may differ materially from projections.
• Additional Information: Investors and security holders are urged to review the forthcoming Registration Statement on Form S-4, which will contain critical information about the merger, voting procedures, and the combined company. All relevant documents will be available free of charge on the SEC’s website and from Archimedes Tech SPAC Partners II Co.

Upcoming Event:

• Management will host a webcast and investor conference call at 2:00 p.m. ET on Tuesday, April 28, 2026. A recording and transcript will be available at https://events.q4inc.com/attendee/609811192 and filed with the SEC.

Contact Information:

• Media Contact: Will McKenna, Brand Communications Director, Forge Nano ([email protected])
• Investor Relations Contact: Bryan Baritot, Alliance Advisors IR ([email protected])

Disclaimer: This article contains forward-looking statements based on current expectations and assumptions of Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc. Actual results may differ materially due to risks and uncertainties, including but not limited to regulatory approvals, market conditions, competitive factors, and execution risks. This article is for informational purposes only and does not constitute an offer, solicitation, or recommendation to buy or sell any securities. Investors are urged to review the Registration Statement and other filings with the SEC for complete information before making any investment or voting decisions.

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