Altimar Acquisition Corp. II

ATMR holders get a fixed $4.75 in cash — a defined exit, well below the reference price at which SPAC shares were originally sold, but certain, subject to the July 31, 2024 outside date. The structure is a controlling-holder buyout, since CORE Industrial Partners is already the sponsor-affiliated owner, which is why the board formed a Special Committee of independent and disinterested directors. The modest $813,771 termination fee gives the company little protection if the buyer walks.

This is a going-private transaction under SEC rules taken by the controlling holder: the CORE Funds already hold approximately 63% of the voting power of Fathom's outstanding capital stock, so the buyer effectively controls the outcome of the vote it is asking for. Adoption needs a majority of the voting power of the Class A and the non-economic, vote-only Class B common stock voting together as a single class, and a failure to vote counts as a vote against. A Special Committee of solely independent and disinterested directors negotiated the terms and recommended them on February 15, 2024.

The largest line is the one furthest from the listed share class: up to 90,570,234 Class A shares issuable on exchange of New Fathom Units held with a corresponding number of Class B shares, of which 6,275,264 are unvested earnout units. An Up-C structure keeps most of the economic ownership outside the registered Class A count, so a fully diluted figure taken from the share class alone understates it several-fold - and this prospectus, not the merger registration, is where the exchange right is quantified.

A reverse split request eighteen months after closing signals the share price has fallen far enough to threaten NYSE listing standards, and the split changes no economics. The Tax Receivable Agreement is the structural drag worth noting: it obliges the public company to pay a share of tax benefits to pre-combination holders, a claim that sits ahead of ATMR-legacy common shareholders. There is no trust or redemption right left as a floor.

The aggregate is two tranches priced on two different dates: 21,893,750 additional shares at $9.92, the November 12, 2021 high-low average, registered with the November 16, 2021 Amendment No. 2, and 151,525,000 shares at $9.88, the September 13, 2021 average, registered with the September 20, 2021 filing — so the single total is a running sum rather than a current valuation. Of the merger consideration, 121,293,750 shares are for direct or indirect ownership interests in Fathom Holdco, LLC and 9,000,000 are earnout shares subject to vesting and forfeiture.

The priced line is Altimar II's own capital, not consideration: 34,500,000 Class A ordinary shares sold in its IPO plus 8,625,000 founder Class B shares that convert through Class C into Class A — after which the founders forfeit 2,587,500 of them under a Forfeiture and Support Agreement, and 1,267,500 of what remains are Sponsor Earnout Shares. The merger-consideration line is 121,293,750 shares for direct or indirect interests in Fathom Holdco, LLC, including shares issuable on exchange of New Fathom Units, plus a further 9,000,000 shares.