The PIPE structure amendment is administrative and does not change the $100M capital commitment or the business combination terms. Monitor for the shareholder vote on the merger and the closing of the transaction, which will trigger the PIPE investment and warrant issuance.
Price Chart
Executive Summary
Archimedes Tech SPAC Partners II Co. (ATII) filed a DEFA14A disclosing an amended and restated subscription agreement for a $100M PIPE investment in connection with its business combination with Forge Nano. The amendment converts 7,031,175 of the investor's 10,000,000 subscribed shares into pre-funded warrants with a $0.0001 exercise price, while maintaining the same aggregate subscription amount and 15,000,000 PIPE warrants at $10.00 strike. This is a routine amendment to the PIPE structure that does not change the total capital raised or the fundamental terms of the deal.
Key Facts
- Amended and Restated Subscription Agreement dated October 13, 2026, amends the original April 20, 2026 subscription agreement
- Investor subscribed for 2,968,825 shares of common stock, 7,031,175 pre-funded warrants (exercise price $0.0001), and 15,000,000 warrants (exercise price $10.00)
- Aggregate subscription amount remains $100,000,000
- Pre-funded warrants are exercisable immediately, have no expiration date, and are subject to a beneficial ownership limitation (4.9%/9.9%/19.9% at holder's election)
- Closing is contingent upon substantially concurrent consummation of the business combination with Forge Nano
- Issuer must file a resale registration statement on Form S-1 within 30 days of closing, with liquidated damages of 1% per 30-day period for delays
Financial Impact
$100,000,000 PIPE investment unchanged; conversion of 7,031,175 common shares to pre-funded warrants at $0.0001 exercise price
Risk Factors
- Business combination may not close if conditions are not met or the merger agreement is terminated
- Pre-funded warrants and PIPE warrants create potential future dilution upon exercise
- Registration statement filing delays could trigger liquidated damages payments
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-115505 |
| Document: tm2627487d3_ex4-1.htm | 0001104659-26-115505 |
| Document: tm2627487d3_ex4-2.htm | 0001104659-26-115505 |
| Document: tm2627487d3_defa14a.htm | 0001104659-26-115505 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | 25-NSE | $10.10 $6.13 | ▲ +39.31% | ▲ +38.78% | $5.00 (+50.50%) |
Oct 16, 2026 10d ago | 8-K | $8.55 $7.17 | ▼ −16.09% | ▼ −16.43% | $5.00 (−41.49%) |
Oct 16, 2026 10d ago | Press Release | $8.55 $7.17 | ▼ −16.09% | ▼ −16.43% | $5.00 (−41.49%) |
Oct 13, 2026 13d ago | DEFA14A | $10.06 $8.86 | ▼ −11.93% | ▼ −12.21% | $5.00 (−50.30%) |
Sep 24, 2026 4w ago | Press Release | $10.69 $10.69 | ▼ −0.05% | ▲ +0.70% | $5.00 (−53.23%) |
Sep 24, 2026 4w ago | DEFM14A | $10.69 $10.69 | ▲ +0.05% | ▼ −0.50% | $5.00 (−53.21%) |
May 7, 2026 24w ago | Press Release | $10.80 $10.85 | ▲ +0.46% | ▲ +0.23% | $5.00 (−53.70%) |
US Market Status
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