Archimedes Tech II

The filing discloses a strategic partnership between Forge Nano and Samsung SDI. According to the attached press release, Samsung SDI will assist in constructing a 3-GWh per year battery manufacturing facility in Morrisville, NC, where manufacturing is expected to begin in 2028. Samsung SDI has entered into a conditional procurement contract to purchase cells starting in 2028, and Forge Nano will act as an authorized U.S. distributor for Samsung SDI cells. Forge Nano CEO Paul Lichty stated the model mitigates scaling risk and targets domestic defense and critical infrastructure customers. The project involves a capital investment between $300 million and $330 million, subsidized by a $100 million Department of Energy grant. Samsung SDI is also accelerating efforts to incorporate Forge Nano’s Atomic Armor technology into future battery products. ATII leadership includes Chairman Eric R. Ball and CEO Long Long.

Because the SEC has not declared the preliminary proxy/prospectus effective, public shareholders cannot yet formally tender shares for redemption, and arbitrage pricing will continue to anchor against the undeployed $10.62 trust floor until the next regulatory milestone. The amendment submission demonstrates continuous execution momentum rather than stagnation, but the absence of finalized valuation metrics, PIPE commitments, or binding customer agreements means the transaction's economic merit remains unquantified. Investors tracking sponsor conduct and deal viability must weigh the disclosed historical precedent with SoundHound AI against the current reliance on unverified technological positioning and broad sector tailwinds described in the marketing sections, pending full disclosure upon effectiveness.

This filing is the first detailed public disclosure of the definitive business combination agreement with Forge Nano, giving investors the initial terms to evaluate a potential redemption decision. The trust value ($10.52/share) exceeds the $10.00 IPO price, providing a baseline for redemption calculations. The November 12, 2026 deadline begins the countdown to a potential liquidation event, which the filing acknowledges as a going concern risk.

Per the press release issued by ATII and Forge Nano management, Forge Nano claims to be a leading U.S.-based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition (ALD) technology for AI-era chip manufacturing and defense battery applications via its platform, Atomic Armor™. Management characterizes Atomic Armor™ as a scalable, adaptable nano-scale coating system intended to strengthen America’s critical systems at the atomic level and enable partners to unlock peak performance. The filing explicitly surfaces risk factor (xiv) warning about the amount of redemption requests made by ATII’s public shareholders, directly tying transaction funding to holder behavior. Additional cited risks include raw material availability and cost, intellectual property infringement, data protection liabilities, production facility construction delays, competitive market pressures, and operational challenges of transitioning to a public reporting company. Management expressly disclaims any duty to update forward-looking statements regarding estimated financial position, revenues, losses, projected costs, or strategic plans, cautioning that outcomes may differ materially from projections due to numerous known and unknown uncertainties.

Management provided granular commercialization guidance and capital deployment plans that directly impact the path to profitability and the sustainability of the current valuation premium. Ben Landen attributed the $317 million net cash raise to expanding semiconductor tooling and battery manufacturing capacity. Paul Lichty cited a combined addressable market exceeding $359 billion and a standalone semiconductor ALD equipment opportunity greater than $5 billion annually. Michael Kleinberg guided Phase 1 revenue from $14.5 million in 2025 to approximately $76 million by 2027, broken down into semiconductor equipment growing from $5.7 million to $45 million and battery cells rising from $1 million to $25 million, supported by a pipeline holding more than $60 million in 2026 potential bookings that has expanded by more than 25% year-to-date. Kleinberg further modeled Phase 2 semiconductor production at 40 tools generating $60 million, 106 tools at $185 million, or 225 tools at $416 million, contingent on $75 million in cleanroom investment. For the 3-gigawatt-hour Morrisville battery facility, Kleinberg noted a $100 million non-dilutive Department of Energy grant covering almost a third of the over $300 million construction budget, targeting operational readiness by early 2028, with annualized revenue projections of $399 million at $150 per kilowatt hour, $465 million at $175 per kilowatt hour based on existing LOIs, and $665 million at above-$250 per kilowatt hour pricing demanded by aerospace and defense contractors. Lichty validated execution risk reduction through binding offtake agreements aligned with the Department of War’s 2028 domestic manufacturing mandate and prior orbital deployments in SpaceX missions supporting Spire Global satellites, while noting retained backing from GM, LG, Volkswagen, Hanwha, OIC, Ascent Funds, and RockCreek. Lance Little positioned the transaction at a $1.59 billion pro forma equity value trading at 16.8x forward sales, projecting multiple compression to approximately 2.7x on a base case and 1.2x on a high case as scaled revenue materializes.

Investors weighing redemption at the $10.62 trust/share level against the 2026-11-12 deadline now have explicit visibility into how trust redemptions factor into the $1.6 billion enterprise value, the conditional nature of the $900 million earnout, and the capital allocation roadmap ahead of the extraordinary general meeting. CFO Michael Kleinberg provided management-attributed revenue trajectories anchored in current orders and existing pipeline: semiconductor equipment revenues forecast to grow from $5.7 million in 2025 to $45 million by 2027, supported by a pipeline holding more than $60 million in 2026 potential bookings; battery cells revenue projected to rise from $1 million to $25 million over the same period; yielding approximately $76 million total Phase 1 revenue by 2027. For Phase 2, Kleinberg projected base-case semiconductor tool production of 40 units annually generating $60 million, and the Morrisville battery facility running at 3-gigawatt-hours capacity priced at $150 per kilowatt-hour producing $399 million annually, while noting higher-tier defense contracts quoting above $250 per kilowatt-hour could generate $665 million annually. CEO Paul Lichty and Chief Strategy Officer Lance Little stated the platform addresses a combined addressable market they quantified as over $359 billion and a standalone semiconductor ALD equipment opportunity greater than $5 billion per year. The presentation also confirms strategic and governmental validations: a $100 million non-dilutive Department of Energy grant awarded late 2024 for the North Carolina facility, a partnership with an unnamed Tier 1 Korean cell producer, technical deployment validation from SpaceX missions supporting Spire Global satellites, and compliance positioning for the U.S. Department of War’s 2028 mandate requiring 100% U.S.-manufactured battery cells. Founder Paul Lichty noted the company was spun out of the University of Colorado Boulder in 2011, now employs over 120 people, holds 200 patents, and counts GM, Hanwha, LG, Volkswagen, OIC, Ascent Funds, and RockCreek as strategic or financial investors. These disclosures provide shareholders with the execution milestones, market sizing assumptions, and partner dependencies needed to assess whether the SPAC trust and PIPE proceeds justify the proposed valuation and earnout structure before voting.

Execution of a definitive agreement transitions the transaction from announcement status to a legally binding path toward shareholder voting, making the upcoming S-4 proxy mailing the primary catalyst for redemption decisions. For capital trackers, the filing establishes that shareholder approval remains a condition precedent, while the disclosed risk around redemption volumes signals management’s awareness of potential trust depletion and provides early warning framing for investors evaluating hold vs. redeem scenarios. Sponsor conduct context is provided through the attributed historical precedent of the SoundHound AI closure, which may inform expectations regarding sponsor voting behavior and post-close execution. Investors should weigh the attributed technological claims and government grant dependency against the explicit forward-looking disclaimers as they prepare for the proxy vote and S-4 disclosure review.

This filing crystallizes the initial target into a binding deal, directly calibrating redemption economics around the $242 million trust floor, the $100 million PIPE, and a $900 million milestone-based earnout that structurally dilutes public shareholders unless specific price/revenue hurdles are achieved. The explicit emphasis on domestic manufacturing sovereignty, dual-use defense/AI technology, and government-backed validation materially alters the risk/return calculus for holders evaluating the 2026-11-12 deadline against execution and integration risks.

The document substantiates commercial traction and policy tailwinds that inform shareholder redemption calculus and long-term dilution exposure. The press release attributes to Forge Nano a proprietary Atomic Layer Deposition nanocoating platform supported by 200+ patents, targeting an estimated $359 billion+ expected addressable market by 2034. It cites a combination of letters of intent and pipeline valued at $2B+, alongside $84 million in binding off-take agreements. The filing lists GM Ventures, Hanwha Aerospace, Volkswagen, Air Liquide, and LG Technology Ventures as strategic equity investors and references a $100 million U.S. Department of Energy grant. Management claims technology is already deployed in Spire Global satellites launched via SpaceX and highlights a 2028 legislative mandate prohibiting U.S. defense procurement of foreign-made battery cells as a near-term catalyst. Paul Lichty, Co-Founder and Chief Executive Officer of Forge Nano, stated the deal will provide capital to expand domestic manufacturing and scale operations across semiconductors and energy storage. Long Long, Chief Executive Officer at Archimedes II, stated the company is positioned to successfully transition to public markets. Proceeds will fund capacity expansion and entry into pharmaceuticals, data centers, and quantum computing. The SPAC team previously closed a merger with SoundHound AI in April 2022 following Archimedes II’s $230 million February 2025 IPO. Investors are directed to await the Registration Statement and attend an informational webcast on April 28, 2026, at 2:00 p.m. ET before casting proxy votes.

This filing establishes the binding terms of the de-SPAC transaction, including the valuation, earnout structure, PIPE financing, sponsor lock-up and support, and key conditions and termination rights. Investors can now evaluate the deal's prospects against the trust value and redemption mechanics. The sponsor's agreement to contribute shares for financing and the lock-up commitments provide signals about sponsor alignment and insider confidence. The trust value and outside date set the timeline for shareholders to decide on redemptions.

This filing provides the full terms of the business combination, giving investors a concrete redemption calendar and valuation framework. The trust value is $10.62 per share with a deadline of November 12, 2026. The $100M PIPE at $10.00 provides a floor, and the sponsor's support (including a commitment not to redeem and to contribute shares for financing) reduces uncertainty about redemptions. The earnout structure links additional consideration to post-closing performance, and the lock-up aligns Forge Nano insiders with long-term value. The agreement also includes a $1.2B valuation that implies a 10x multiple on the $120M per-share reference price, subject to adjustments.

Provides audited trust value ($10.43/share) and confirms the deadline (Nov 12, 2026) with no extension. No deal progress reported – management still searching. Investors can assess trust value, redemption mechanics, and sponsor conduct (no redemptions, no conflicts noted). The trust value has increased from $10.05 to $10.43 due to interest. The filing indicates the SPAC is still early in its search process.

The trust per-share value has increased above the $10.00 IPO price, indicating no immediate redemption risk. The company has until November 12, 2026 (21 months from IPO) to complete a deal, so timeline is ample. The filing confirms no deal has been announced, and management is still in the search phase. Investors can monitor trust accretion and cash burn (about $467k in G&A through nine months).

This is the first financial report post-IPO, confirming the trust value per share ($10.11) and the liquidity available for operations. The 21-month deadline (November 12, 2026) is reiterated. The filing contains no adverse sponsor conduct or redemptions. Investors tracking redemption mechanics and deal progress will note that the SPAC is in early search stage with a clean balance sheet.

The separate trading launch creates distinct market prices for equity and derivative components, altering liquidity profiles and enabling new hedging or arbitrage strategies prior to any business combination vote. The requirement to direct brokers to the transfer agent introduces a procedural step for unit holders who wish to decouple their positions before the April 3 operational date. Confirming the whole-warrant-only mechanic removes ambiguity around fractional splits. Reiterating the target sectors reinforces the stated investment thesis, while the complete absence of trust account updates, redemption references, or deadline reminders indicates no immediate corporate action requiring holder intervention beyond monitoring the separation timeline and watching for subsequent business combination announcements.

This is the first comprehensive operational and financial report for ATII following its IPO. It establishes the baseline for investor redemption rights, trust mechanics, and sponsor conduct. Key facts for investors: trust is $10.05/share, the deadline is approximately 21 months from February 12, 2025, the sponsor holds 21.2% of outstanding shares, and the Company has no operations or revenue. The report also signals management's focus on AI, cloud services, and automotive technology sectors for a potential target.

This report finalizes the SPAC’s fundraising mechanics, fixing the trust account value at $10.05 per share and formally starting the 21-month liquidation clock, which dictates the absolute deadline for public shareholder redemptions if no deal materializes. The disclosure attributes specific sponsor and underwriter conduct rules directly in the text: the sponsor guarantees trust value recovery down to $10.05 per share, forfeits founder and private shares upon liquidation, and the underwriters waive the $8,050,000 deferred fee if the completion window expires. For deal-tracking purposes, the registrant’s explicit confirmation that zero substantive target discussions exist means investors face pure time-decay dilution and warrant expiry risks rather than near-term merger integration variables. The administrative fee accrual and available $1,500,000 in convertible working capital loans further outline the financial runway and leverage structures available to management before combination.

This filing documents the creation of the trust fund and establishes the base mechanics for the SPAC's timeline. Key deadlines are set: 21 months from closing (November 12, 2026) to complete a business combination. The trust holds $231.15M, implying a per-share trust value of approximately $10.05. The sponsor structure (5.75M founder shares for $25,000) and the full over-allotment exercise are material. The focus is on technology (AI, cloud services, automotive tech).

The sponsor’s accumulation of 530,000 additional shares on 2025-02-12—raising total sponsored equity to 6,280,000 shares—directly impacts sponsor conduct tracking by demonstrating active market commitment during the declared deal phase, which typically aligns incentives and may dampen early redemption waves. The submission contains no additional substance: there are zero references to target customers, contracted revenues, addressable market sizing, strategic roadmaps, proprietary technology, commercial partnerships, key executive hires or departures, pending litigation, or intellectual property developments. All reported metrics derive exclusively from the insider filing and require no external calculation or convention.

This filing confirms zero substantive target engagement despite external status indicators, establishes the baseline trust redemption floor at $10.05 per share rather than a standardized dollar amount, and clarifies that while extensions are contractually permissible up to 36 months, they require simultaneous shareholder redemption offers.

Setting a February 10, 2025 effectiveness target establishes a concrete near-term regulatory checkpoint well ahead of the 2026-11-12 redemption horizon, indicating that the sponsor and lead underwriter are actively progressing toward final pricing and transaction execution. The distribution of roughly 50 preliminary prospectuses signals structured dealer and investor outreach, a mechanical prerequisite that typically precedes definitive merger agreements, proxy solicitations, or tender offers.

For redemption and deadline tracking, this is still a pre-IPO registration: the proposed trust deposit is $10.05 per public share, the 21-month completion window would begin at IPO closing, and the company says it does not currently intend to extend beyond 36 months. There is no deal progress in this filing — the registrant expressly states no target has been selected and no substantive discussions have occurred, which does not support a 'deal announced' status. It also discloses key sponsor economics and conduct: 5,750,000 founder shares for $25,000, sponsor and BTIG private unit purchases, waiver of redemption/liquidation rights on founder and private shares, $10,000 per month administrative fees, and up to $290,000 in sponsor loans. The filing does not change any current redemption deadline and provides no extension proposal.

According to the Registrant’s filing, total estimated offering expenses are established at $800,000, broken out as legal fees and expenses ($275,000), accounting fees and expenses ($100,000), SEC/FINRA expenses ($70,000), Nasdaq listing and filing fees ($80,000), printing and engraving expenses ($30,000), and miscellaneous expenses ($245,000). Per Item 15, the sponsor purchased 5,750,000 founder shares for $25,000 (approximately $0.004 per share), and the sponsor alongside BTIG committed to acquire up to 765,000 private units at $10.00 per unit ($7,650,000 in aggregate, or up to 840,000 units for $8,400,000 if the underwriters’ over-allotment option is exercised in full). The attached Articles define the Completion Window as 21 months following the IPO closing, authorize extension via Special Resolution, require either a shareholder vote or a cash tender offer for Public Shares before any Business Combination, restrict concurrent group redemptions to a maximum of 15.0% of Public Shares without Company consent, mandate that target businesses hold an aggregate fair market value of at least 80% of the Trust Fund at definitive agreement signing, and carve out up to $100,000 from the Trust Fund to cover winding-up costs. The filing also identifies Long Long as Chief Executive Officer and Chief Financial Officer, references a sponsor promissory note amended through December 31, 2024, institutes exclusive jurisdiction in U.S. federal courts for Securities Act claims and Cayman Islands courts for charter/internal affairs disputes, waives corporate opportunities in favor of the Investor Group and affiliated personnel, and confirms an Administrative Services Agreement with a registrant affiliate.

The company is proceeding with its IPO. The trust/share is $10.05, the deadline is 21 months from the IPO closing, and the sponsor owns ~21.4% post-offering. The document discloses high redemption risk (96% in prior soundhound deal, 99% in kaixin) and significant dilution (up to 109.9% in maximum redemption scenario). No target is identified.

What changed: This filing is a Form 8-K submitted under Rule 425 transmitting a July 14, 2026 press release and an executed Subscription Agreement announcing incremental private investment in public equity (PIPE) financing for the proposed business combination. The transaction mechanics now incorporate an additional PIPE commitment yielding gross proceeds of approximately $23,000,000 at a price of $10.00 per PIPE Share, totaling 2,300,000 shares of Pubco Common Stock. This increases total PIPE commitments to $123,000,000. Samsung SDI provided $20,000,000 in capital ($10,000,000 allocated to the PIPE and $10,000,000 to Forge Nano’s Series D), with additional participation from Horizons Ventures. The accompanying Subscription Agreements condition closing on substantially concurrent merger consummation, include bring-down standards for representations and warranties, mandate registration rights requiring Pubco to file an S-3 or S-1 within 30 days of Closing with an effectiveness target of 60 or 90 calendar days, embed a 12-month most-favored-nation (MFN) clause for subsequent equity issuances, and require PIPE subscribers to irrevocably waive any claim to the Trust Account. The proposed business combination remains pending shareholder approval and customary conditions, targeting a second-half 2026 close. The trust account holds approximately $244,000,000. No changes to the 2026-11-12 deadline or the $10.62 trust/share metric were introduced. Why it matters: This financing development advances deal progress without altering public shareholder redemption thresholds or the November 12, 2026 termination date. Forge Nano CEO Paul Lichty states the additional commitments signal 'continued investor conviction' and will 'accelerate commercialization of the Company’s ALD semiconductor equipment platform and expand domestic manufacturing of advanced lithium-ion battery materials.' The press release projects that merging the $123,000,000 PIPE with the approximately $244,000,000 in trust would generate over $367,000,000 in pro forma cash 'assuming no shareholder redemptions'; this projection rests entirely on management’s zero-redemption assumption and carries no certainty. The 3-year registration period and MFN protections lock in investor liquidity pathways but do not adjust the redemption calculus or affect the sponsor’s working capital access. No litigation, customer concentration, or revenue figures are reported here.

What changed: Current Report on Form 8-K disclosing the entry into additional PIPE subscription agreements and a related press release for the proposed business combination with Forge Nano. The filing announces that on July 14, 2026, Forge Nano issued a press release stating that Pubco, Forge Nano and ATII entered into subscription agreements for an additional $23 million PIPE financing, priced at $10.00 per share, increasing total PIPE commitments to $123 million. The PIPE includes a $20 million strategic investment from Samsung SDI ($10 million in the PIPE and $10 million in Forge Nano's Series D). Forge Nano also closed its Series D at $97 million. The filing also states that, assuming no redemptions, Forge Nano's public listing would deliver over $367 million in pro forma cash — $244 million in trust plus $123 million in PIPE commitments. The business combination is expected to close in the second half of 2026. Why it matters: This filing is material because it significantly increases the committed PIPE financing for the deal from the previously disclosed amount to $123 million, bringing in a major strategic investor (Samsung SDI), and provides a clear estimate of the combined company's pro forma cash position. The $10.00 per share PIPE price is at a discount to the current trust value of $10.62 per share, signaling that institutional investors are getting shares below trust value. The closing of the Series D and additional PIPE commitments strengthen the likelihood of deal completion and reduce the risk of insufficient funds at close. The updated cash projections help investors assess potential dilution and the buffer against redemptions.

What changed: This document is a Form 8-K current report under Item 8.01 incorporating a corporate press release as Exhibit 99.1. No alterations to the redemption calendar, trust value ($10.62), or liquidation deadline (2026-11-12) are reported. Deal progress remains tied to the pending effectiveness of the Form S-4 Registration Statement relating to the proposed business combination with Forge Nano, governed by a Merger Agreement dated April 20, 2026. Why it matters: The filing discloses a strategic partnership between Forge Nano and Samsung SDI. According to the attached press release, Samsung SDI will assist in constructing a 3-GWh per year battery manufacturing facility in Morrisville, NC, where manufacturing is expected to begin in 2028. Samsung SDI has entered into a conditional procurement contract to purchase cells starting in 2028, and Forge Nano will act as an authorized U.S. distributor for Samsung SDI cells. Forge Nano CEO Paul Lichty stated the model mitigates scaling risk and targets domestic defense and critical infrastructure customers. The project involves a capital investment between $300 million and $330 million, subsidized by a $100 million Department of Energy grant. Samsung SDI is also accelerating efforts to incorporate Forge Nano’s Atomic Armor technology into future battery products. ATII leadership includes Chairman Eric R. Ball and CEO Long Long.

What changed: Form 8-K filed pursuant to Rule 425 transmitting a written communication that incorporates by reference a press release dated June 25, 2026 announcing a strategic partnership between proposed merger target Forge Nano, Inc. and Samsung SDI. Nothing has changed regarding ATII’s redemption timeline, trust account composition ($10.62 per share), statutory liquidation deadline (November 12, 2026), or the underlying merger agreement dated April 20, 2026. The filing does not modify proxy solicitation rules, adjust investor protections, or extend the business combination period. Deal mechanics proceed on their prior track: the Registrant awaits SEC declaration of the Registration Statement before mailing the proxy statement/prospectus to shareholders for the upcoming extraordinary general meeting. Why it matters: While the capital structure and redemption mechanics remain untouched, the filing supplies new commercial data points that shape the fundamental value proposition driving the proposed combination. According to the incorporated press release, Forge Nano intends to build a manufacturing site in Morrisville, North Carolina with an output of 3 gigawatt hours per year. Samsung SDI will assist with establishment and operations, and the company signed a conditional procurement contract to purchase cells starting in 2028. Forge Nano will additionally act as an authorized U.S. distributor for Samsung SDI cells. Paul Lichty, CEO of Forge Nano, characterized the arrangement as mitigating scaling risk and enabling direct supply to domestic defense and critical infrastructure buyers. Regarding capital, Forge Nano reports it is investing between $300 and $330 million into the project, aided by a $100 million Department of Energy grant. Archimedes II’s sponsor team completed a $230 million IPO in February 2025 and previously closed a merger with SoundHound AI in April 2022. These announcements deliver tangible customer and funding commitments ahead of the shareholder vote, providing redeeming or holding investors with concrete supply-chain validation without affecting the $10.62 trust per share or the November 2026 redemption cutoff.

What changed: A Rule 425 filing and accompanying press release announcing the June 22, 2026 submission to the SEC of an amendment to the Registration Statement on Form S-4 (File No.: 333-295563), which contains a preliminary proxy statement/prospectus for the proposed business combination between Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc. Mechanics & Redemption Terms: The filing confirms the amended S-4 was submitted but explicitly states it 'has not yet been declared effective.' Consequently, the formal shareholder vote, official redemption window, trust distribution protocols, and any extension or conversion calculations remain paused. The stated trust value of $10.62 per share and the November 12, 2026 deadline persist without amendment, and no new sponsor guarantees, termination thresholds, or voting requirements are introduced. Substance & Corporate Claims: According to the 'ABOUT FORGE NANO' section appended to the filing, Forge Nano self-describes as a U.S.-based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition ('ALD') technology for 'AI-era chip manufacturing and defense battery applications' via its 'Atomic Armor™' platform. Management asserts that Atomic Armor is a 'scalable, adaptable nano-scale coating system that strengthens America’s most critical systems - at the atomic level' and claims the coatings enable partners to 'unlock peak performance.' Regarding personnel and sponsor track record, the 'ABOUT ARCHIMEDES II' section identifies leadership as Chairman Eric R. Ball and CEO Long Long, notes the firm consists of 'technology investors, corporate finance veterans, engineers and SPAC specialists,' and states Archimedes II completed a '$230 million IPO in February 2025.' It further cites the team’s prior vehicle successfully merging with SoundHound AI, Inc. in April 2022. Litigation & Operational Risks: The filing enumerates standard risk factor (xii) warning of potential 'legal proceedings that may be instituted against ATII, Pubco or Forge Nano following announcement of the transactions,' alongside concerns over raw material supply chains, intellectual property disputes, and execution delays on production facilities. Why it matters: Because the SEC has not declared the preliminary proxy/prospectus effective, public shareholders cannot yet formally tender shares for redemption, and arbitrage pricing will continue to anchor against the undeployed $10.62 trust floor until the next regulatory milestone. The amendment submission demonstrates continuous execution momentum rather than stagnation, but the absence of finalized valuation metrics, PIPE commitments, or binding customer agreements means the transaction's economic merit remains unquantified. Investors tracking sponsor conduct and deal viability must weigh the disclosed historical precedent with SoundHound AI against the current reliance on unverified technological positioning and broad sector tailwinds described in the marketing sections, pending full disclosure upon effectiveness.

What changed: A Form 10-Q (Quarterly Report) for Archimedes Tech SPAC Partners II Co. (ATII) for the period ended March 31, 2026. The filing is a routine quarterly report. Its primary substance for investors tracking this SPAC is the formal disclosure of the Merger Agreement with Forge Nano, Inc. signed on April 20, 2026, which is detailed as a subsequent event. The filing confirms ATII will re-domicile to Delaware and merge with a newly-formed Pubco, which will be renamed Forge Nano Holdings Inc. The SPAC's trust value at quarter-end was $242,002,931, with a redemption value of $10.52 per share. The deadline for the business combination is November 12, 2026. Operating cash burn was $208,688 for the quarter. No other material changes to the SPAC's capital structure or operating mechanics were reported. Why it matters: This filing is the first detailed public disclosure of the definitive business combination agreement with Forge Nano, giving investors the initial terms to evaluate a potential redemption decision. The trust value ($10.52/share) exceeds the $10.00 IPO price, providing a baseline for redemption calculations. The November 12, 2026 deadline begins the countdown to a potential liquidation event, which the filing acknowledges as a going concern risk.

What changed: A Form 425 filing under Rule 425 containing a press release announcing the submission of a preliminary Form S-4 registration statement and proxy statement/prospectus for the previously disclosed proposed business combination between Archimedes Tech SPAC Partners II Co. (ATII) and Forge Nano, Inc. Deal progress advances with the publication of the May 5, 2026 Form S-4 filing (File No.: 333-295563), which includes a preliminary proxy statement/prospectus to seek shareholder approval at an extraordinary general meeting. The document has not yet been declared effective and will be mailed to shareholders upon effectiveness. No amendments to the redemption calendar, trust valuation mechanics, or extension provisions are reported. Sponsor conduct updates confirm leadership by Chairman Eric R. Ball and CEO Long Long, noting the team’s prior SPAC successfully closed a merger with SoundHound AI in April 2022 after ATII completed a $230 million IPO in February 2025. The filing formally defines solicitation participants, discloses that participant interests may differ from general shareholders, and cross-references the March 4, 2026 Annual Report on Form 10-K for director and officer details. Why it matters: Per the press release issued by ATII and Forge Nano management, Forge Nano claims to be a leading U.S.-based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition (ALD) technology for AI-era chip manufacturing and defense battery applications via its platform, Atomic Armor™. Management characterizes Atomic Armor™ as a scalable, adaptable nano-scale coating system intended to strengthen America’s critical systems at the atomic level and enable partners to unlock peak performance. The filing explicitly surfaces risk factor (xiv) warning about the amount of redemption requests made by ATII’s public shareholders, directly tying transaction funding to holder behavior. Additional cited risks include raw material availability and cost, intellectual property infringement, data protection liabilities, production facility construction delays, competitive market pressures, and operational challenges of transitioning to a public reporting company. Management expressly disclaims any duty to update forward-looking statements regarding estimated financial position, revenues, losses, projected costs, or strategic plans, cautioning that outcomes may differ materially from projections due to numerous known and unknown uncertainties.

What changed: Form 8-K current report furnishing written communications under Rule 425 (Item 7.01) that incorporates Exhibit 99.1, the full transcript of an investor conference call and webcast hosted by Forge Nano on April 28, 2026, to review the previously announced proposed business combination with Archimedes Tech SPAC Partners II Co. The filing confirms a Merger Agreement dated April 20, 2026, with a targeted close in Q3 2026. Mechanical terms include a $1.2 billion pre-money valuation yielding an approximately $1.6 billion enterprise value post-close, subject to trust redemptions and PIPE proceeds. Forge Nano will receive approximately $317 million in net cash, with existing shareholders retaining roughly 75% ownership. The capital structure adds a performance earnout of up to $900 million over five years, split into three tiers triggered at $15, $20, or $25 per share, or corresponding to $400 million, $600 million, or $800 million in 12-month trailing revenue. Redemption calendar parameters and trust value remain unmodified in this submission. Why it matters: Management provided granular commercialization guidance and capital deployment plans that directly impact the path to profitability and the sustainability of the current valuation premium. Ben Landen attributed the $317 million net cash raise to expanding semiconductor tooling and battery manufacturing capacity. Paul Lichty cited a combined addressable market exceeding $359 billion and a standalone semiconductor ALD equipment opportunity greater than $5 billion annually. Michael Kleinberg guided Phase 1 revenue from $14.5 million in 2025 to approximately $76 million by 2027, broken down into semiconductor equipment growing from $5.7 million to $45 million and battery cells rising from $1 million to $25 million, supported by a pipeline holding more than $60 million in 2026 potential bookings that has expanded by more than 25% year-to-date. Kleinberg further modeled Phase 2 semiconductor production at 40 tools generating $60 million, 106 tools at $185 million, or 225 tools at $416 million, contingent on $75 million in cleanroom investment. For the 3-gigawatt-hour Morrisville battery facility, Kleinberg noted a $100 million non-dilutive Department of Energy grant covering almost a third of the over $300 million construction budget, targeting operational readiness by early 2028, with annualized revenue projections of $399 million at $150 per kilowatt hour, $465 million at $175 per kilowatt hour based on existing LOIs, and $665 million at above-$250 per kilowatt hour pricing demanded by aerospace and defense contractors. Lichty validated execution risk reduction through binding offtake agreements aligned with the Department of War’s 2028 domestic manufacturing mandate and prior orbital deployments in SpaceX missions supporting Spire Global satellites, while noting retained backing from GM, LG, Volkswagen, Hanwha, OIC, Ascent Funds, and RockCreek. Lance Little positioned the transaction at a $1.59 billion pro forma equity value trading at 16.8x forward sales, projecting multiple compression to approximately 2.7x on a base case and 1.2x on a high case as scaled revenue materializes.

What changed: A Form 425 filing under Rule 425 containing a written communication and an attached Exhibit 99.1 transcript of an investor presentation and conference call hosted by Forge Nano, Inc. and Archimedes Tech SPAC Partners II Co. on April 28, 2026. This filing does not adjust the redemption deadline or trust mechanics but formally discloses transaction terms and sponsor commentary from the April 28 webcast. Archimedes CTO Ben Landen stated the proposed merger carries a $1.2 billion pre-money valuation, expects to deliver approximately $317 million in net cash to Forge Nano at closing through the SPAC trust and PIPE proceeds, and projects an approximate $1.6 billion post-merger enterprise value subject to trust redemptions. Landen specified existing Forge Nano shareholders will roll over 100% of their positions to retain roughly 75% ownership and outlined a performance earnout of up to $900 million active for five years, payable in tiers triggered at $15, $20, or $25 per share, or corresponding $400 million, $600 million, or $800 million in 12-month trailing revenue. The expected close remains Q3 2026. Landen characterized the sponsor-conduct alignment by calling the Forge Nano team among the most prepared he has seen for public market rigors and emphasizing the structure aligns existing and new shareholders for long-term value creation. Why it matters: Investors weighing redemption at the $10.62 trust/share level against the 2026-11-12 deadline now have explicit visibility into how trust redemptions factor into the $1.6 billion enterprise value, the conditional nature of the $900 million earnout, and the capital allocation roadmap ahead of the extraordinary general meeting. CFO Michael Kleinberg provided management-attributed revenue trajectories anchored in current orders and existing pipeline: semiconductor equipment revenues forecast to grow from $5.7 million in 2025 to $45 million by 2027, supported by a pipeline holding more than $60 million in 2026 potential bookings; battery cells revenue projected to rise from $1 million to $25 million over the same period; yielding approximately $76 million total Phase 1 revenue by 2027. For Phase 2, Kleinberg projected base-case semiconductor tool production of 40 units annually generating $60 million, and the Morrisville battery facility running at 3-gigawatt-hours capacity priced at $150 per kilowatt-hour producing $399 million annually, while noting higher-tier defense contracts quoting above $250 per kilowatt-hour could generate $665 million annually. CEO Paul Lichty and Chief Strategy Officer Lance Little stated the platform addresses a combined addressable market they quantified as over $359 billion and a standalone semiconductor ALD equipment opportunity greater than $5 billion per year. The presentation also confirms strategic and governmental validations: a $100 million non-dilutive Department of Energy grant awarded late 2024 for the North Carolina facility, a partnership with an unnamed Tier 1 Korean cell producer, technical deployment validation from SpaceX missions supporting Spire Global satellites, and compliance positioning for the U.S. Department of War’s 2028 mandate requiring 100% U.S.-manufactured battery cells. Founder Paul Lichty noted the company was spun out of the University of Colorado Boulder in 2011, now employs over 120 people, holds 200 patents, and counts GM, Hanwha, LG, Volkswagen, OIC, Ascent Funds, and RockCreek as strategic or financial investors. These disclosures provide shareholders with the execution milestones, market sizing assumptions, and partner dependencies needed to assess whether the SPAC trust and PIPE proceeds justify the proposed valuation and earnout structure before voting.

What changed: SEC Form 425 filing containing social media posts and regulatory disclaimers announcing a signed business combination agreement, submitted pursuant to Rule 425 under the Securities Act and Rule 14a-12 under the Exchange Act to disclose merger-related communications. Document Identification & Nature: This is a Form 425 submission consisting of corporate social media posts and standard securities law notices announcing a signed business combination agreement with Forge Nano, intended to satisfy SEC disclosure rules for communications made during merger negotiations. Mechanics & Redemption Tracking: The filing confirms execution of the merger agreement and outlines the next procedural steps: ATII and Forge Nano intend to file a Registration Statement on Form S-4 that will include a proxy statement/prospectus, which will be mailed to shareholders ahead of an extraordinary general meeting to vote on the merger. The filing does not amend the redemption deadline, does not report any trust balance adjustments, and contains no extension provisions; however, it formally initiates the proxy solicitation phase and includes risk language attributing to management the acknowledgment that 'the amount of redemption requests made by ATII’s public shareholders' could impact transaction feasibility. Substantive Claims & Attribution: Social media communications attributed to ATII state that Forge Nano builds 'atomic layer deposition technology' and is 'supported by a $100M Department of Energy grant.' Company descriptions attributed to the filing characterize Forge Nano’s 'Atomic Armor™' platform as a scalable nano-scale coating system for 'AI-era chip manufacturing and defense battery applications.' Background on Archimedes II, attributed to the filing, states the SPAC is led by Chairman Eric R. Ball and CEO Long Long, completed its '$230 million IPO' in February 2025, and that the team previously merged with SoundHound AI in April 2022. All projections regarding combined company strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, and expected benefits are attributed to management and explicitly disclaimed as forward-looking statements subject to numerous risks, with management stating they assume no obligation to update or revise these assertions. Why it matters: Execution of a definitive agreement transitions the transaction from announcement status to a legally binding path toward shareholder voting, making the upcoming S-4 proxy mailing the primary catalyst for redemption decisions. For capital trackers, the filing establishes that shareholder approval remains a condition precedent, while the disclosed risk around redemption volumes signals management’s awareness of potential trust depletion and provides early warning framing for investors evaluating hold vs. redeem scenarios. Sponsor conduct context is provided through the attributed historical precedent of the SoundHound AI closure, which may inform expectations regarding sponsor voting behavior and post-close execution. Investors should weigh the attributed technological claims and government grant dependency against the explicit forward-looking disclaimers as they prepare for the proxy vote and S-4 disclosure review.