Monitor the redemption rate leading up to the October 16 vote; a high redemption rate (e.g., 75%+) would significantly dilute non-redeeming shareholders and reduce cash available for the combined company. Also watch for Nasdaq listing confirmation for the Pubco common stock (proposed ticker NANO), as failure to obtain listing could scuttle the deal.
Price Chart
Executive Summary
Archimedes Tech SPAC Partners II Co. (ATII) is seeking shareholder approval to complete its business combination with Forge Nano, Inc., a nanotechnology company, in a transaction valued at $1.2 billion. The deal includes a $100 million PIPE investment and up to 90 million earn-out shares tied to stock price or revenue milestones. The ATII board unanimously recommends approval, but public shareholders face significant dilution and have redemption rights at approximately $10.62 per share.
Key Financial Metrics
Key Facts
- ATII is merging with Forge Nano in a $1.2 billion all-stock transaction, with Forge Nano stockholders receiving shares of Pubco common stock valued at $10.00 per share.
- A $100 million PIPE investment from an initial investor includes 10 million shares at $10.00 per share and warrants for 15 million shares, plus an additional $23 million from other investors.
- Up to 90 million earn-out shares are issuable if Pubco's VWAP reaches $15, $20, or $25 per share, or if revenue exceeds $400 million, $600 million, or $800 million within five years.
- Public shareholders have redemption rights at approximately $10.62 per share (based on trust account value as of June 30, 2026), and the sponsor and insiders have agreed to vote in favor and waive redemption.
- The extraordinary general meeting is scheduled for October 16, 2026, with a record date of September 1, 2026.
- The ATII board unanimously recommends voting FOR all proposals, including the business combination, domestication merger, director election, stock issuance, organizational documents, and equity incentive plan.
Financial Impact
The deal values Forge Nano at $1.2 billion enterprise value. Public shareholders face dilution from the issuance of up to 266.8 million shares of Pubco common stock, including earn-out shares. Redemption scenarios range from 0% to 100% of public shares, with trust account proceeds of approximately $244.2 million.
Risk Factors
- High redemption rates could reduce the cash available for the combined company and increase dilution for non-redeeming shareholders.
- Failure to obtain Nasdaq listing approval for Pubco common stock on Nasdaq could prevent the deal.
- The earn-out milestones are contingent on stock price or revenue targets that may not be achieved.
- Conflicts of interest exist between the sponsor, insiders, and initial shareholders, who have different interests from public shareholders.
- The PIPE investor's effective purchase price of approximately $7.69 per share is lower than the redemption price of $10.62, indicating potential dilution for public shareholders.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFM14A Filing (Primary) | 0001104659-26-110234 |
| Document: tm2624841-1_defm14a.htm | 0001104659-26-110234 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | 25-NSE | $10.10 $6.13 | ▲ +39.31% | ▲ +38.78% | $6.13 (+39.31%) |
Oct 16, 2026 9d ago | 8-K | $8.55 $7.17 | ▼ −16.09% | ▼ −16.43% | $6.13 (−28.26%) |
Oct 16, 2026 9d ago | Press Release | $8.55 $7.17 | ▼ −16.09% | ▼ −16.43% | $6.13 (−28.26%) |
Oct 13, 2026 13d ago | DEFA14A | $10.06 $8.86 | ▼ −11.93% | ▼ −12.21% | $6.13 (−39.07%) |
Sep 24, 2026 4w ago | Press Release | $10.69 $10.69 | ▼ −0.05% | ▲ +0.70% | $6.13 (−42.66%) |
Sep 24, 2026 4w ago | DEFM14A | $10.69 $10.69 | ▲ +0.05% | ▼ −0.50% | $6.13 (−42.63%) |
May 7, 2026 24w ago | Press Release | $10.80 $10.85 | ▲ +0.46% | ▲ +0.23% | $6.13 (−43.24%) |
US Market Status
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