ATII SEC filings, in plain English
Everything Archimedes Tech II has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Archimedes Tech SPAC Partners II Co. filed a Form 425 on September 2, 2026, announcing the submission of a Third Amendment to its Registration Statement on Form S-4 (File No.: 333-295563) in connection with the proposed business combination with Forge Nano, Inc. Why it matters: This filing updates the preliminary proxy statement/prospectus for the merger but does not declare the registration effective; investors must wait for SEC effectiveness before voting or redeeming shares ahead of the November 12, 2026 deadline.
What changed: A Joint Filing Statement pursuant to Rule 13D-1(K)(1) attached as Exhibit I to a Schedule 13G/A. According to the text, it operates as a consent agreement among Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah to jointly file their Section 13(d) beneficial ownership report for Archimedes Tech SPAC Partners II Co. Filed on August 14, 2026, the exhibit records a procedural consolidation of reporting obligations under Rule 13d-1(k)(1)(iii). Robin Shah executes the consent as Managing Member and Authorized Signatory for all three listed entities, and the document states it may be terminated upon written notice. The filing discloses no amended share quantities, ownership percentages, acquisition purposes, or shifts in investment intent. Consequently, it reports zero adjustments to the redemption calendar, trust account mechanics, extension proposals, business combination negotiations, or sponsor conduct. Why it matters: The joint filing structure confirms that Tenor’s management vehicle, master fund, and principal signatory are aggregating their holdings for SEC compliance rather than reporting independently. For investors tracking institutional positioning prior to shareholder redemption decisions, this exhibits coordination but provides no actionable timing or pricing data because the actual Schedule 13G data pages are omitted. The document contains no commercial claims, customer references, revenue metrics, market sizing estimates, technology descriptions, partnership frameworks, litigation allegations, or executive transitions.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2026. This marks the first quarterly report since ATII announced its merger with Forge Nano on April 20, 2026. The balance sheet now reflects a $137.9 million PIPE subscription derivative liability and a $100 million non-cash PIPE subscription expense on the income statement. The trust account grew from $239.9 million to $244.2 million ($10.62 per share from $10.43), and the accumulated deficit ballooned from $6.7 million to $146.1 million due to the non-cash PIPE charges. On July 14, 2026, a subsequent additional PIPE of $23 million (2.3 million shares at $10 per share) was also announced. The company now has a working capital deficit of $138 million. Why it matters: This filing formally embeds the Forge Nano merger economics into the SPAC's financials. The $137.9 million PIPE derivative liability represents a massive non-cash mark-to-market loss that will swing with the stock's probability of closing. The redemption value per share ($10.62) has grown well above the $10.00 IPO trust floor, creating incremental redemption risk if public shareholders seek to lock in that interest. The filing also confirms the mandatory liquidation deadline of November 12, 2026, and management's going concern disclosure acknowledges substantial doubt if the deal doesn't close by then.
What changed vs 2026-05-14trust $242.0M → $244.2M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $242.0M$244.2M
- Combination deadline
- 2026-11-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search for businesses in the technolo… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,159,137 was added to the trust between the two filings.
The clause “Total current assets 515,491 1,474,169 Prepaid insurance — 9,896 Demand deposit held in Trust Account 244,162,068 239,860,969 TOTAL ASSETS $ 244,677,559 $ 241,345,034 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND”…
The clause …“plans. In addition, if the Company is unable to complete an initial business combination by November 12, 2026, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory”…
The clause …“liquidation and subsequent dissolution and liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial business combination prior to the”…
The clause “0,000,000 shares authorized; 6,590,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 659 659 Additional paid-in capital — — Accumulated deficit (”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 425 filing that serves as a Securities Act Rule 425 and Exchange Act Rule 14a-12 communication incorporating a transcript of a SPACInsider podcast interview published on July 29, 2026, discussing the proposed business combination between Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc. The filing does not amend the redemption calendar, trust account provisions, or business combination deadline. Regarding transaction mechanics, Forge Nano founder and CEO Paul Lichty confirmed that PIPE capital amounts are 'likely set' and explicitly stated that projected redemptions do not affect the financial calculations necessary to close the deal or fund executed growth initiatives. The definitive agreement preserves milestone-based vesting restrictions on a portion of the founder’s equity consideration. Lichty assessed the Archimedes sponsor team as operationally experienced, citing their track record of successfully bringing another company public and highlighting their technology sector and West Coast investor networks as foundational to a long-term post-merger partnership. Why it matters: All subsequent claims are attributed to Paul Lichty, Founder and CEO of Forge Nano, Inc.: • Strategic Partnerships & Shareholder Composition: Described a recently launched strategic partnership with Samsung SDI designed to eliminate execution risk when scaling battery cell production. Confirmed a pre-existing cap table led by Volkswagen (Series A anchor), supplemented by LG Tech Ventures, GM, Hanhwa, and Samsung. • Defense Procurement & Policy Tailwinds: Disclosed commercial traction with aerospace and defense entities, including successful product validation across multiple defense and testing organizations and prior hardware launches into space. Identified Department of Energy offtake commitments and direct funding totaling $100 million for the North Carolina battery production site. Stated that ALD fabrication tools are already installed in active defense foundries. Framed the company’s commercial thesis around legislative momentum, specifically referencing National Defense Authorization Act provisions driving procurement toward full Foreign Entity of Concern (FEOC) separation and domestic manufacturing. • Technical Specifications & Capital Expenditure Profile: Outlined dual operating segments producing lithium-ion batteries and semiconductor manufacturing equipment based on atomic layer deposition (ALD). Claimed ALD systems operate at manufacturing speeds almost ten times prevailing industry rates, consume expensive chemical precursors about 100 times more efficiently, and achieved about 100x improved conformal coating density for sub-micron through-silicon vias used in 3D data-center packaging. Reported current production equipment is 200 millimeter, with the majority of combined entity proceeds earmarked for 300 millimeter platform transition costs, including specialized clean rooms, metrology arrays, and demonstration construction facilities. Estimated the North Carolina campus expansion requires approximately 18 months from groundbreaking through initial tool commissioning. • Forward-Looking Commercial Strategy: Projected an AI-induced shift in valuation dynamics away from algorithmic software toward physical infrastructure and thermal/energy management, pointing to Groq’s hardware leasing pivot and NVIDIA’s sustained enterprise adoption. Identified adjacent commercialization pathways in pharmaceutical delivery, asserting the technology can stabilize temperature-sensitive biologics, extend shelf life, enable single-dose vaccine formulations, and regulate in-body therapeutic release windows. Concluded that transaction proceeds will primarily fund infrastructure buildout and operating cashflow bridging, anticipating near-term revenue acceleration and breakeven trajectory realization within the subsequent twelve to twenty-four months.
What changed: A Form 425 filing containing a press release issued by ATII Holdings Inc. to announce the submission of an amendment to a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission. The filing reports that an amendment to the S-4 registration statement was filed on July 24, 2026, with the accompanying press release published on July 27, 2026. The preliminary proxy statement/prospectus remains undeclared effective. No alterations to the redemption mechanism, the stated $10.62 trust per share, the November 12, 2026 expiration deadline, extension provisions, or sponsor governance standards are introduced. Deal progression continues through routine SEC regulatory review ahead of the scheduled extraordinary general meeting. Why it matters: This procedural update maintains the existing redemption calendar and trust parameters without altering investment mechanics, though it signals sustained sponsor effort to advance the transaction before the contractual lapse date. Substantively, the press release attributes to Forge Nano’s leadership a characterization of the target as a U.S.-based semiconductor equipment and advanced materials firm utilizing Atomic Layer Deposition (ALD) technology and the Atomic Armor™ platform for AI-era chip manufacturing and defense battery applications. The document records that Archimedes Tech II raised $230 million in its February 2025 IPO, cites the sponsor’s prior successful acquisition of SoundHound AI, Inc. in April 2022, and identifies Chairman Eric R. Ball and CEO Long Long as current principals. Management enumerates eighteen distinct risk categories—including litigation exposure, raw material availability, intellectual property disputes, operational scaling challenges, and variable shareholder redemption rates—while explicitly stating that no forward-looking statements regarding projected revenues, estimated financial positions, or future operations carry assurance of achievement.
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 vs 2025-11-07trust $237.5M → $242.0M +2%going concern APPEAREDtrust account, going-concern doubt, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $237.5M$242.0M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-11-12
- Sponsor loans outstanding
- $192Knot matched in this filing
- Mandate language
- we intend to focus our search for businesses in the technolo… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $4,511,632 was added to the trust between the two filings.
The clause “Total current assets 1,218,760 1,474,169 Prepaid insurance 9,896 Demand deposit held in Trust Account 242,002,931 239,860,969 TOTAL ASSETS $ 243,221,691 $ 241,345,034 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company s ability to continue as a going concern. Management plans to consummate an initial business combination prior to the”…
The clause …“financial statement. However, if the Company is unable to complete an initial business combination by November 12, 2026, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory”…
The clause “0,000,000 shares authorized; 6,590,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 659 659 Additional paid-in capital Accumulated deficit (”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: A Form 425 written communication under the Securities Act, filed within a Form 8-K, that publicly announces the entry into a definitive Agreement and Plan of Merger between Archimedes Tech SPAC Partners II Co. and Forge Nano, Inc., accompanied by Exhibit 99.1, a joint press release dated April 21, 2026. Deal progress moved to a definitive agreement phase with unanimous board approvals from both companies, setting a target closing window for the second half of 2026 contingent on shareholder approval, S-4 registration statement effectiveness, regulatory clearance, and NASDAQ listing approval. The filings disclose that Archimedes II holds approximately $242 million in its trust account as of April 9, 2026, which remains subject to standard redemption provisions. The minimum cash requirement has been satisfied through approximately $182 million of committed capital, comprising a $100 million PIPE and Series D financing noted at both $82.2 million and $82.5 million in different sections of the release. No amendments to the redemption calendar or existing trust mechanics are filed. If zero shares are redeemed, the transaction projects a combined equity value of approximately $1.595 billion built atop a $1.2 billion pre-money valuation. The Merger Agreement introduces a non-transferable earnout provision granting holders potential additional payments of up to $900 million in combined company shares, triggered by three specific trading price and revenue milestones. Why it matters: 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.
What changed: Form 8-K Current Report filed pursuant to Item 7.01 (Regulation FD Disclosure) announcing the execution of a definitive Agreement and Plan of Merger, accompanied by press release Exhibit 99.1. Deal Mechanics & Timeline: On April 20, 2026, ATII and Forge Nano, Inc. executed a merger agreement priced at a pre-money equity valuation of $1.2 billion. Per the press release, ATII holds approximately $242 million in trust as of April 9, 2026 (subject to redemption). Assuming no redemptions and $100 million in PIPE capital, the combined company would realize a total equity value of approximately $1.595 billion. The agreement includes a non-transferable earnout providing up to $900 million in additional shares contingent on three trading price and revenue milestones. Closing is targeted for the second half of 2026, pending ATII shareholder approval, Form S-4 effectiveness, regulatory clearance, and NASDAQ listing; post-close securities will trade as ‘NANO’ and ‘NANOW’. The filing does not alter the existing redemption calendar or trust accounting conventions. Sponsor conduct & governance: Long Long, CEO of ATII, and the respective boards unanimously approved the transaction; the sponsor notes its prior entity successfully merged with SoundHound AI in April 2022. Commercial & Strategic Substance (attributed to Forge Nano and ATII management in the press release): Forge Nano utilizes a proprietary Atomic Layer Deposition (ALD) nanocoating platform called ‘Atomic Armor™’ that deposits ultra-thin conformal layers to enhance defense-grade lithium-ion batteries and mitigate AI semiconductor yield loss. Paul Lichty, Co-Founder and CEO of Forge Nano, states the company has accumulated fourteen years of technology development, over a decade of commercial sales, 200+ patents, a $2B+ opportunity pipeline, $84M in binding off-take agreements, and validated deployments in Spire Global satellites launched via SpaceX. Corporate backing includes strategic equity from GM Ventures, Hanwha Aerospace, Volkswagen, Air Liquide, and LG Technology Ventures, alongside a $100 million U.S. Department of Energy grant. Management outlines a three-phase growth plan targeting a $359 billion+ addressable market by 2034, with proceeds earmarked to scale U.S. semiconductor equipment and battery cell manufacturing while expanding into pharmaceuticals, data centers, and quantum computing. The press release also cites a 2028 federal mandate banning U.S. defense procurement of foreign-made battery cells as a near-term demand catalyst. Why it matters: 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.
What changed: Current Report on Form 8-K (filed as a Rule 425 communication) announcing the execution of a definitive merger agreement and related ancillary agreements between Archimedes Tech SPAC Partners II Co. (SPAC) and Forge Nano, Inc., together with the full text of the Merger Agreement, Subscription Agreement, Purchaser Support Agreement, Lock-Up Agreement, Registration Rights Agreement, and Warrant Certificate. The SPAC entered into a material definitive agreement to acquire Forge Nano at an enterprise value of $1.2 billion. The merger consideration will be paid in shares of Pubco Common Stock valued at $10.00 per share for a total of 120 million shares at closing (Closing Payment Shares = $1,200,000,000 / $10.00 minus shares issuable upon exchange of Forge Nano convertible securities). Up to 90 million additional earn-out shares may be issued upon achievement of VWAP or revenue milestones. A $100 million PIPE investment was agreed with one investor (10 million shares plus 15 million warrants). The Sponsor agreed to vote in favor, not redeem its shares, and contribute up to 3.3 million shares to secure financing. Lock-up for certain Forge Nano stockholders covers approximately 56% of pro forma shares (66% under maximum redemptions) for six months (or earlier if price ≥ $12.00 for 20 of 30 days). The trust account balance as of the agreement date is stated to be no less than $237.5 million (i.e., approximately $10.62 per share before redemptions). The Outside Date for closing is January 20, 2027; the merger is expected to close in the third quarter of 2026. The SPAC’s deadline to complete a business combination is November 12, 2026, though the trust may be extended. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2027-01-20 · unchanged
The clause …“to the Closing set forth in ARTICLE VII have not been satisfied or waived by January 20, 2027 (the “ Outside Date ”); provided, however , that the right to terminate this Agreement under this Section 8.1(b) shall not be available to a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 8-K announcing a definitive merger agreement with Forge Nano, Inc. ATII entered into a merger agreement with Forge Nano, a nano-coating technology company, with an enterprise value of $1.2 billion. The transaction includes a reincorporation to Delaware, a $100 million PIPE at $10.00 per share (10M shares + 15M warrants), an earnout of up to 90M shares tied to stock price ($15/$20/$25) or revenue ($400M/$600M/$800M) milestones over five years, a sponsor support agreement committing up to 3.3M shares for financing, and a six-month lock-up for Forge Nano stockholders (56% of pro forma shares, 66% under max redemptions) that can be released earlier if the stock price exceeds $12.00 for 20 of 30 trading days. The post-closing board will have eight members: seven designated by Forge Nano and one by the sponsor. The deal is expected to close in Q3 2026. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-01-20
SpacBrain reads this as the agreement may be terminated from 2027-01-20.
The clause …“to the Closing set forth in ARTICLE VII have not been satisfied or waived by January 20, 2027 (the Outside Date ); provided, however , that the right to terminate this Agreement under this Section 8.1(b) shall not be available to a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-K annual report for fiscal year ended December 31, 2025, filed by Archimedes Tech SPAC Partners II Co., a blank check company that completed its IPO in February 2025 and has not yet announced a business combination. First annual report since IPO. Confirms no target selected, no substantive discussions with any business combination candidate. Trust account balance as of Dec 31, 2025 is $239,860,969 ($10.43 per public share). Net income of $7,986,738 driven by interest earned. Transaction costs of $13,175,520 incurred. No extensions or redemptions. Sponsor loans repaid, no working capital loans outstanding. Established subsidiaries for potential merger. Going concern disclosure: substantial doubt if no deal by Nov 12, 2026. Why it matters: 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.
What changed vs 2025-03-31going concern APPEAREDgoing-concern doubt, trust account, combination deadline +31 moved · 5 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$239.9M
- Combination deadline
- not previously extracted2026-11-12
- Sponsor loans outstanding
- not previously extracted$192K
- Redeemable shares
- not previously extracted23.0M
- Mandate language
- we intend to focus our search for businesses in the technolo… · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause “014-15, Disclosures of Uncertainties about an Entity s Ability to Continue as a Going Concern, management has determined that if the Company is unable to complete an Initial Business Combination by November 12, 2026, then the Company will”…
The clause “$23,000 of cash for operating activities. As of December 31, 2025, we had cash held in the trust account of $239,860,969, which was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money”…
The clause …“financial statement. However, if the Company is unable to complete an Initial Business Combination by November 12, 2026, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory”…
The clause …“longer available. As of December 31, 2025 and 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively. Due to Related Party Due to related party represents recurring Company expenses advanced by”…
The clause …“authorized; 6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively ( 1 ) 659 575 Additional paid-in capital 24,425”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A filing, which is a routine compliance exhibit functioning as an amended beneficial ownership report submitted by Barclays PLC. The excerpt identifies Barclays PLC as the reporting entity amending its prior 13G disclosure for ATII. It contains no updated share quantities, ownership percentages, purpose declarations, or any language referencing redemption deadlines, trust account values, extension procedures, target business development, or sponsor conduct. Why it matters: Institutional 13G/A updates monitor shareholder positioning that can indirectly affect voting weight and redemption trends leading up to a SPAC merger. Because this submission reports no disclosed numerical shift or strategic intent from Barclays PLC, it does not immediately alter pricing, dilution, or execution expectations for the announced transaction. Subsequent amendments will be required to determine whether institutional capital is being added, reduced, or held static ahead of the announced deal.(flagged for human review)
What changed: Quarterly Report (Form 10-Q) for the period ended September 30, 2025, filed by Archimedes Tech SPAC Partners II Co. (ATII). This is the first 10-Q since the IPO closed on February 12, 2025. The trust account holds $237,491,299 ($10.33 per public share, up from $10.05 at IPO due to interest income). Cash outside trust is $1,409,116. No business combination target has been selected; no extension or redemption events have occurred. General and administrative expenses were $467,299 for the nine months. No insider trading arrangements were adopted or terminated. Why it matters: 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).
What changed vs 2025-08-08trust $234.9M → $237.5M +1%trust account, sponsor loans outstanding, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $234.9M$237.5M
- Sponsor loans outstanding
- $192K · unchanged
- Mandate language
- we intend to focus our search for businesses in the technolo… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,546,478 was added to the trust between the two filings.
The clause …“1,747,881 Deferred offering costs 429,691 Prepaid insurance 31,771 Cash held in Trust Account 237,491,299 TOTAL ASSETS $ 239,270,951 $ 429,691 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS DEFICIT”…
The clause …“As of September 30, 2025 and December 31, 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively. Simultaneously with the closing of the Initial Public Offering, the Company repaid the”…
The clause …“authorized; 6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively ( 1 ) 659 575 Additional paid-in capital”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Joint Filing Statement pursuant to Rule 13d-1(K)(1) submitted as Exhibit I to a Schedule 13G/A amendment, consenting to the joint submission of beneficial ownership reports for Archimedes Tech SPAC Partners II Co. shares by Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. The filing documents a procedural consent executed on November 07, 2025, designating Robin Shah as the signing representative for all named entities. It introduces no numerical updates on share counts, acquisition costs, or ownership percentages, thereby leaving the redemption window closure mechanics, trust account maintenance, business combination deadline posture, and sponsor track record completely unaffected. Why it matters: By consolidating three related parties into a single regulatory submission under Rule 13d-1(k)(1)(iii), the filing clarifies that these holdings are administratively coordinated rather than independently accumulated. The document attributes all execution authority to Robin Shah. It makes no substantive claims regarding target operations, customer relationships, revenue projections, market sizing, technology assets, partnership agreements, litigation exposure, or executive personnel. As a purely administrative conduit for SEC compliance, it offers no actionable intelligence on capital commitment timelines, dilution scenarios, or merger approval probabilities, though it definitively maps the unified reporting footprint behind these particular investor interests.
What changed: Schedule 13G/A beneficial ownership report amendment identifying multiple Sculptor Capital affiliated entities as reporting persons. The provided excerpt lists seven Sculptor Capital vehicles—Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., and Sculptor Special Funding, LP—as holders in an amended ownership schedule filed on 2025-08-14. The excerpt contains no transaction dates, percentage changes, dollar values, or share counts that would indicate a shift in beneficial ownership of the SPAC’s public shares or warrants. Why it matters: For investors monitoring redemption calendars, trust value, extensions, deal progress, or sponsor conduct, this excerpt provides no substantive updates. It does not reference the Archimedes Tech II business combination, the stated $10.62 trust per share, the 2026-11-12 deadline, voting procedures, extension mechanisms, or any changes to warrant/redemption rights. Without disclosed acquisition volumes, cost bases, or amendments to the stated purpose of the holding, the filing offers no signal regarding potential selling pressure, sponsor alignment, or timing relative to the redemption window. The document is a routine regulatory update rather than a strategic or operational disclosure.
What changed: Schedule 13G beneficial ownership report. Barclays PLC filed a Schedule 13G reporting its beneficial ownership interest in ATII common stock. The submitted excerpt contains no share quantities, percentages, prior-versus-current comparisons, or references to redemption mechanics, trust value, extensions, or transaction status. Why it matters: A Schedule 13G typically signals passive, index-related, or market-making institutional positioning rather than active control or advocacy. Because Barclays PLC’s filing discloses no cumulative share movement, voting arrangements, or conditions tied to the SPAC’s business combination, it does not alter trust account composition, sponsor conduct, or adherence to the liquidation deadline.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2025. No merger agreement, extension proposal, or deal announcement is referenced. The report confirms: (i) trust value of $234,944,821, of which $231,150,000 was the original deposit with $3,794,821 of interest earned in H1 2025, (ii) 23,000,000 public shares at a redemption value of $10.21 per share, (iii) the Sponsor promissory note was repaid and is no longer available, (iv) the administrative support agreement requires $10,000 per month, and (v) no working capital loans were outstanding as of June 30, 2025. The company has until November 12, 2026 (21 months from the February 12, 2025 IPO) to complete a business combination. No target has been selected. Why it matters: This filing provides the first full set of financial statements since the IPO, confirming the trust balance and per-share redemption value. The trust/share figure of $10.62 in the user-provided metadata is not stated in the filing; the filing states $10.21 as the redemption value per public share. The 21-month deadline (Nov 2026) is confirmed. The document contains no information on a pending deal, target, or sponsor conduct issues. It is a routine post-IPO status report.
What changed vs 2025-05-14trust $232.5M → $234.9M +1%trust account, sponsor loans outstanding, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $232.5M$234.9M
- Sponsor loans outstanding
- $192K · unchanged
- Mandate language
- we intend to focus our search for businesses in the technolo… · unchanged
- Redeemable shares
- 23.0M · unchanged
SpacBrain reads this as $2,488,937 was added to the trust between the two filings.
The clause …“1,899,234 Deferred offering costs 429,691 Prepaid insurance 53,646 Cash held in Trust Account 234,944,821 TOTAL ASSETS $ 236,897,701 $ 429,691 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS DEFICIT”…
The clause …“Offering. As of June 30, 2025 and December 31, 2024, the Company had $ 0 and $ 192,033 outstanding under the Promissory Note, respectively. Simultaneously with the closing of the Initial Public Offering, the Company repaid the”…
The clause …“authorized; 6,590,000 and 5,750,000 shares issued and outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024, respectively (1) 659 575 Additional paid-in capital 24,425”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2025, filed by Archimedes Tech SPAC Partners II Co., a blank-check company that completed its IPO on February 12, 2025. The company completed its IPO and private placement, depositing $231,150,000 into the trust account. As of March 31, 2025, the trust account held $232,455,884, equivalent to $10.11 per public share. The company has not yet identified a business combination target. Net income for the quarter was $1,159,223, primarily from interest income on trust assets. The company has $1,863,173 in cash outside the trust. No redemptions, extensions, or deal announcements occurred. Why it matters: 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.
What changed: A Form 8-K Current Report accompanied by an Exhibit 99.1 press release announcing the mechanical separation and commencement of separate trading for ordinary shares and warrants following the company’s initial public offering. According to the attached press release, the company announced that commencing April 3, 2025, holders of units may elect to separately trade the ordinary shares and warrants included therein. Each unit consists of one ordinary share and one-half of one redeemable warrant. Upon separation, the shares will trade on The Nasdaq Global Market under symbol “ATII” and the warrants under “ATIIW,” while unseparated units will continue trading as “ATIIU.” The filing specifies that holders must direct their brokers to contact Odyssey Transfer and Trust Company to effect the separation. It further states that no fractional warrants will be issued upon separation and only whole warrants will trade. The filing bears no direct information on redemption deadlines, trust account value, extension provisions, deal completion progress, or sponsor governance conduct beyond identifying Long Long as Chief Executive Officer. Other substantive details include the reaffirmation that the company’s Form S-1 registration statement (No. 333-282885) was declared effective on February 10, 2025, and provision of a New York address (65 East 55th Street, New York, New York 10022) and email (ProspectusDelivery@btig.com) for prospectus delivery requests. The press release reiterates the company’s intended search focus will remain on the artificial intelligence, cloud services, and automotive technology sectors. Why it matters: 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.
What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2024, filed by a blank check company (SPAC) that has not yet completed a business combination. The Company completed its IPO on February 12, 2025, issuing 23,000,000 Units (including full over-allotment of 3,000,000 Units) at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously, it sold 840,000 Private Placement Units to the Sponsor and BTIG, generating $8,400,000. A total of $231,150,000 was placed in trust ($10.05 per public share). The Company has 21 months from the IPO closing to complete a business combination, with a deadline of November 12, 2026. Transaction costs totaled $13,175,520. No business combination target has been selected and no substantive discussions have been initiated. Why it matters: 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.
What changed: A joint filing statement attached to a Schedule 13G beneficial ownership report, executed pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. The submitted text contains only consent language and signatures from Tenor Capital Management Company, LP, Tenor Opportunity Master Fund, Ltd., and Robin Shah agreeing to file jointly on behalf of themselves and related parties regarding ordinary shares of Archimedes Tech SPAC Partners II Co. It discloses no share quantities, ownership percentages, voting or dispositive power allocations, redemptions, trust account movements, extension mechanisms, business combination milestones, or sponsor conduct metrics. Why it matters: This filing bears no direct weight on redemption calendars, trust valuations, extension votes, target deal progression, or sponsor behavior. It is a procedural compliance step confirming that the named entities and individual have aligned filing responsibilities. Until the primary Schedule 13G body specifying actual share counts and beneficial ownership stakes is examined, this exhibit alone cannot alter investor calculations regarding tender timelines, per-share trust distributions, or merger urgency.
What changed: This filing is a Schedule 13G — beneficial ownership report. According to the Schedule 13G filers listed (Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd., and Sculptor Special Funding, LP), these entities report beneficial ownership of ATII securities. The provided excerpt contains no share quantities, aggregate percentages, acquisition dates, or purpose statements. Consequently, the document references no modifications to the redemption deadline (2026-11-12), the reported trust per share value ($10.62), extension voting procedures, target business development, or sponsor conduct. Why it matters: As a routine compliance exhibit tracking institutional aggregation, this filing does not independently alter shareholder redemption calculations, trust accounting, or merger execution timelines. The absence of numerical thresholds, voting/dispositive power agreements, or strategic intent declarations means the document adds neither operational nor financial materiality to the current deal status. Future regulatory submissions such as 13D amendments, proxy statements, or definitive merger agreements will be required to determine whether the reported exposure carries activist positioning, passive indexing behavior, or direct alignment with Archimedes Tech II’s de-SPAC schedule.
What changed: Form 8-K Current Report filed by Archimedes Tech SPAC Partners II Co. announcing the consummation of its initial public offering and private placement, accompanied by Exhibit 99.1 containing the balance sheet dated February 12, 2025, and notes to the financial statement. The registrant states that the registration statement was declared effective on February 10, 2025, and the IPO closed on February 12, 2025, selling 23,000,000 units (including a fully exercised 3,000,000-unit over-allotment) at $10.00 per unit for $230,000,000 in gross proceeds. The registrant further discloses that the sponsor and BTIG, LLC purchased 840,000 private units for $8,400,000, bringing total trust deposits to $231,150,000, or $10.05 per public share. Total transaction costs are reported as $13,175,520, split between a $4,600,000 cash underwriting fee, an $8,050,000 deferred underwriting fee, and $525,520 in other offering costs. The filing establishes a 21-month completion window for an initial business combination, identifies the technology industry as the strategic focus, and confirms that no target has been selected nor have substantive discussions been initiated. It details warrant valuation metrics ($1,725,000 fair value or $0.15 per warrant via Monte Carlo simulation), founder share mechanics (5,750,000 shares with a $12.00-per-share lock-up release trigger), a $10,000-per-month administrative support agreement, and the repayment of a $290,000 promissory note. Redemption parameters are defined as pro-rata trust access, subject to a 15% per-shareholder concentration cap and minimum net tangible asset thresholds agreed upon in a future combination agreement. Why it matters: 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.
What changed: An 8-K Current Report filed by Archimedes Tech SPAC Partners II Co. to report the initial public offering closing and related agreements. This is the SPAC's IPO closing filing. The company consummated its IPO on February 12, 2025, selling 23,000,000 units (including the full over-allotment) at $10.00/unit, generating gross proceeds of $230,000,000. A total of $231,150,000 (including $8,050,000 in deferred underwriting commissions and $8,400,000 from a private placement of 840,000 units to the sponsor and BTIG) was deposited into the trust account. Why it matters: 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).
What changed: A Form 4 insider ownership report tracking beneficial ownership transactions by Archimedes Tech SPAC Sponsors II LLC. Per the Form 4 disclosure, Archimedes Tech SPAC Sponsors II LLC, designated in the filing as a 10% owner, executed an open-market purchase on 2025-02-12 for 530,000 shares, bringing the sponsor’s reported post-transaction holdings to 6,280,000 shares. The filing does not modify the stated merger deadline, alter trust account disbursement mechanics, propose an extension, provide updated target valuations, or adjust shareholder redemption windows; it solely records a secondary market acquisition by the sponsor entity. Why it matters: 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.
What changed: Form 4 — insider ownership report. The filing records no amendment to the redemption deadline, trust account balance, extension timeline, or pending business combination status. The only mechanical update pertains to the issuer’s register of holders following an open-market equity transaction. Why it matters: According to the Form 4 submission by Long Long, designated director, Chief Executive Officer, and 10% owner, the filer executed an open-market purchase of 530,000 shares on 2025-02-12, bringing total reported holdings to 6,280,000 shares after the transaction. Reported under exchange act insider filing rules, this secondary-market accumulation signals continued promoter conviction and permanently withdraws those 530,000 shares from the circulating float available for shareholder redemption. The document contains no statements concerning customer relationships, revenue targets, market sizing, product roadmaps, strategic alliances, additional personnel actions, or litigation. All numerical references derive exclusively from the filed transaction data.
What changed: A Form 424B4 prospectus filed pursuant to Rule 424(b)(4) for the initial public offering of 20,000,000 units of Archimedes Tech SPAC Partners II Co., with each unit priced at $10.00 and composed of one ordinary share and one-half of one redeemable warrant. Regarding deal progress, the prospectus states the company 'has not selected any business combination target and [has] not, nor has anyone on their behalf, initiated any substantive discussions' with any prospective target. Why it matters: 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.
What changed: Form 3 — an initial statement of beneficial ownership of securities, categorized here as a routine compliance exhibit. This document is a Form 3 insider ownership report, constituting a routine compliance exhibit. The filing states that Archimedes Tech SPAC Sponsors II LLC holds 5,750,000 shares directly and identifies itself as a 10% owner. Nothing in the text bears on redemption calendars, trust value mechanics, extension proposals, or deal progress. The document also contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Per the filing, the sponsor’s self-reported holding of 5,750,000 shares anchors its economic alignment relative to the documented trust per share of $10.62 and the contractual liquidation deadline of 2026-11-12. Because the submission functions solely as a mechanical baseline and discloses no new commercial targets, executive commentary, or amendment language, investors tracking ATII should monitor subsequent definitive proxy statements, amended trust instruments, or merger agreement filings for any material shifts in redemption windows or sponsor conduct before the November 2026 expiration.
What changed: SEC Form 3 (initial statement of beneficial ownership of securities), classified as a routine insider equity disclosure. The filing records that Chief Financial Officer Daniel L. Sheehan reported no non-derivative transactions or holdings, resulting in no change to his disclosed insider equity position relative to prior filings. Why it matters: This submission does not alter any known redemption parameters, trust valuations, extension timelines, or merger milestones. Sponsor and executive conduct metrics remain static, as the filing attests to zero insider stock movement by the named officer. The document contains no commercial, technical, or operational assertions; all characterizations of the filer's role are sourced directly from the regulator's metadata identifying Daniel L. Sheehan as Chief Financial Officer. No data regarding customers, revenue, market conditions, strategic initiatives, partnerships, or litigation is presented, making it a neutral administrative record rather than a driver of capital market events.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.