ATII merger with Forge Nano, Inc.
Forge Nano, Inc. (US) — Atomic-layer-deposition (ALD) company selling coating tools (Atomic Armor for powders, ALDx for semiconductor wafers), toll coating services, and — newly — battery cells.Revenue $7M (FY2025A) as reported.
Announced 20 April 2026.
The symbol the combined company is expected to trade under.
Forge Nano, Inc. is a Denver-based advanced materials and semiconductor equipment company built on proprietary Atomic Layer Deposition (ALD) nanocoating technology, branded as Atomic Armor™. The company's platform applies ultra-thin, conformal coatings at the atomic level to improve the performance and durability of materials across two core verticals: lithium-ion batteries for defense applications and semiconductor manufacturing equipment for AI-era chips. Forge Nano traces its roots to research at the University of Colorado Boulder, where ALD NanoSolutions—an earlier spinout founded in 2001 by CU Boulder faculty including Alan Weimer and Steven George—merged with Forge Nano in 2020 to consolidate atomic-level manufacturing expertise. The company has spent fourteen years in technology development and over a decade in commercial sales, amassing a portfolio of more than 200 patents. Its ALD tools reportedly operate at nearly ten times industry-average throughput speeds and roughly one hundred times precursor efficiency, enabling applications in advanced semiconductor packaging, through-silicon vias, photonics, memory, logic, and heterogeneous integration. Forge Nano manufactures both its nanocoating equipment and lithium-ion battery cells in the United States using a predominantly domestic supply chain, and its technology has already been deployed in Spire Global satellites launched via SpaceX.
The company is led by Co-Founder and Chief Executive Officer Paul Lichty, who has guided Forge Nano through multiple funding rounds and a bootstrapped period of seven to eight years following its founding. Strategic equity investors include a roster of Tier-1 industry players: Volkswagen, Air Liquide, Hanwha Aerospace, GM Ventures, and LG Technology Ventures. The company has also secured significant U.S. government backing, including a $100 million Department of Energy grant to support its battery manufacturing facility. Forge Nano recently closed its Series D round with $82.2 million funded and committed, with additional PIPE financing including a $23 million tranche at $10.00 per share and participation from Samsung SDI, which also formed a landmark strategic partnership to enable U.S. production of advanced battery cells—a relationship Forge Nano compares to the Tesla–Panasonic model. The company holds $84 million in binding off-take agreements and a pipeline of letters of intent exceeding $2 billion, targeting an estimated $359 billion-plus total addressable market by 2034 across lithium-ion batteries and semiconductor ALD equipment.
Forge Nano's customers and products span critical industries including energy, defense, high-performance manufacturing, photonics, and data centers. Its TEPHRA semiconductor wafer fabrication platform has been selected by leading photonics and Fortune Global 500 communications companies for commercial integrated photonics manufacturing, and the company has secured equipment orders for 200mm wafer fabs while planning a 300mm ALD platform build-out. On the battery side, Forge Nano is developing lithium-ion battery cells for the U.S. Department of Defense and is constructing a gigawatt-hour-capacity manufacturing facility in Morrisville, North Carolina, with an expected 18-month timeline from groundbreaking to early commissioning. The company is also expanding into pharmaceuticals, data centers, and quantum computing. A 2028 legislative mandate prohibiting U.S. defense procurement of foreign-made battery cells is expected to further catalyze Forge Nano's defense market opportunities, and the company has been identifying secure supply chain government needs for over a decade.
Forge Nano is going public via SPAC to accelerate the next phase of its growth, providing capital and market visibility to scale U.S. manufacturing of semiconductor tools and lithium-ion batteries. The business combination with Archimedes Tech SPAC Partners II Co. (NASDAQ: ATII) values Forge Nano at approximately $1.2 billion pre-mon
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $100M · unsourced
- Sponsor promote
- 22%
- Pro-forma shares
- 150.6M
- Exchange ratio
Closing Payment Shares = ($1,200,000,000 / $10.00) minus the Pubco Common Stock issuable on exercise of any Pubco Convertible Securities issued in exchange for Forge Nano Convertible Securities — i.e. a 120,000,000-share fixed-value pool allocated pro rata to Forge Nano stockholders.more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Forge Nano, Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Atomic-layer-deposition (ALD) company selling coating tools (Atomic Armor for powders, ALDx for semiconductor wafers), toll coating services, and — newly — battery cells. NOT a paper company, but very early commercially: audited FY2025 net sales were $7.4M, DOWN from $8.3M in FY2024, against a stated $1.2bn enterprise value, and gross profit was NEGATIVE ($3.9M gross LOSS on $7.4M of sales, i.e. it costs Forge Nano more to deliver its products than customers pay). Net loss $43.2M; accumulated deficit $129.1M; total stockholders' DEFICIT of $119.2M. Growth is underwritten by a $100M DOE grant plus a planned North Carolina battery plant, neither of which produced revenue in FY2025.
Founded 2011.
A reported actual.
Forge Nano, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 6 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Forge Nano, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values Forge Nano, Inc. at $1.51bn, or 204.3× the FY2025 actual revenue it actually reported. That is 9.4× what the market pays for its closest listed peers (median 21.76×) — an expensive price. It is priced above 83% of them.
Post-dilution equity + target net debt.
FY2025A — a reported actual.
204.3× FY2025 actual revenue. Put another way: $1 of its annual sales is being bought for $204.30.
$1 of their sales costs $21.76 on the open market. Median of 6 listed companies we judged a true comparable, which individually run from 3.04× to 757.92×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- Struck on the post-dilution value of $1.51bn, not the announced $1.2bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- EUPX, SOTK, DFLI, QS have no revenue to divide by, so they are shown but left out of the peer median.
- NVTS shown for context only — not close enough to move the median.
- The peer group does not agree with itself: its revenue multiples run from 3.04× to 757.92×. A median drawn across that spread is a weak benchmark, so treat the verdict as a rough bearing, not a measurement.
The 11 listed companies it is measured against, and why
- AMPX15.34× revenue
Amprius is the closest revenue-stage match: a deSPAC advanced-battery materials/cell maker selling physical product into qualification-gated OEM programs at a low-tens-of-millions revenue base, i.e. the same 'real product, tiny revenue, enormous EV' profile as Forge Nano.
- EUPXno revenue multiple
Direct comp: Paints & Coatings; shares coating, services, for, its, and with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SLDP42.02× revenue
Solid Power sells electrolyte MATERIALS and licenses process technology to battery OEMs rather than selling finished cells — the same materials-into-someone-else's-cell business model as Atomic Armor, at a comparable ~$20M revenue scale.
- SOTKno revenue multiple
Operational comp: Industrial Machinery; micro-cap ($67m); shares coating, equipment, customers, services, products, for with the target's own description; forward EV/Sales 3.2x.
- ENVX28.17× revenue
Enovix is a deSPAC silicon-anode cell manufacturer whose valuation rests on factory ramp rather than shipped revenue — the same 'capacity roadmap priced today' structure as Forge Nano's North Carolina plant.
- DFLIno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($37m); shares battery, cell, cells, manufacturing, equipment, which with the target's own description; forward EV/Sales 0.9x.
- ATOM757.92× revenue
Atomera commercialises an atomic-scale semiconductor materials process licensed into fabs at near-zero revenue — the only listed comp for the SEMICONDUCTOR half of Forge Nano's business, which the ATII Board's battery-only peer list leaves uncovered.
- SES3.04× revenue
SES AI is a deSPAC lithium-metal/materials-discovery company with single-digit-millions of revenue against a multi-hundred-million market cap, matching Forge Nano's revenue scale bucket almost exactly.
- EOSE11.73× revenue
Eos Energy is a deSPAC energy-storage manufacturer scaling a US plant on federal (DOE) support with negative gross margin on early production — the direct analogue to Forge Nano's $100M DOE grant, NC plant and $(3.9)M gross loss.
- QSno revenue multiple
QuantumScape is the pre-revenue anchor of the growth-stage battery cohort the ATII Board benchmarked against; it has no computable EV/Revenue and is kept as context for the cohort's valuation range rather than as a revenue comp.
- NVTS82.5× revenuecontext only — left out of the median
Navitas is a growth-stage semiconductor company one scale bucket ABOVE Forge Nano and is fabless rather than a tool/coating supplier — directionally useful for what the market pays for semiconductor growth revenue, but not a business-model peer, so it is excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Up to 60,000,000 Earn-Out Shares: 30,000,000 on VWAP >= $15.00 (with revenue test >= $400,000,000) and 30,000,000 on VWAP >= $20.00
Set against the actuals: reported revenue stands at $7M (FY2025A).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.