SPAC Merger Announcement: Archimedes II Sets Oct. 16 Forge Nano Vote

Key takeaways

• Archimedes Tech SPAC Partners II Co. (ATII) will hold an extraordinary general meeting at 10:00 a.m. Eastern on October 16, 2026, to vote on combining with Forge Nano, Inc.
• Forge Nano holders receive 120,000,000 Pubco shares at $10.00 each, equal to $1.2 billion, plus up to 90,000,000 earn-out shares.
• About $244.2 million sat in the trust as of June 30, and shareholders have until 5:00 p.m. Eastern on October 14 to request redemption.
• Pubco, to be renamed Forge Nano Holdings, Inc., plans to list on Nasdaq as “NANO.”

SPAC merger announcement: how the deal is built

ATII, a Cayman Islands SPAC, and Forge Nano signed their merger agreement on April 20, 2026. The proxy statement/prospectus is dated September 22 and was filed on September 24. The sequence has three parts. ATII first merges into its Delaware subsidiary, ATII Holdings Inc., which becomes the public company and will be renamed Forge Nano Holdings, Inc. A merger subsidiary then merges into Forge Nano, followed by a second merger into a limited liability company that survives.

Closing payment shares equal $1.2 billion divided by $10.00, or 120,000,000 shares of Pubco common stock, less shares underlying any convertible securities. The estimated Forge Nano exchange ratio is 28.11. The earn-out gives Forge Nano holders up to 90,000,000 more shares over five years in three tranches of 30,000,000. Each tranche vests on either a share price (a VWAP of $15.00, $20.00 or $25.00 over any 30 trading days) or trailing twelve-month revenue of $400 million, $600 million or $800 million.

Trust, redemptions and PIPE financing

ATII’s IPO of 23,000,000 units carried a prospectus dated February 10, 2025, and its window to complete a deal runs to November 12, 2026. The trust held about $244.2 million at June 30, an assumed redemption price of about $10.62 a share. Holders acting together cannot redeem more than 15% of the public shares without ATII’s consent.

PIPE investors have committed new money. The initial PIPE covers 10,000,000 shares at $10.00 with warrants for 15,000,000 shares, about $100 million, and an additional PIPE adds 2,300,000 shares at $10.00, about $23 million. The proxy says a further amendment to the initial PIPE was pending and not final.

What each outcome does to ownership

The proxy shows how redemptions would change the share count, excluding dilutive securities.

Holder	No redemptions	Maximum redemptions
Forge Nano stockholders	107,610,098 (72.0%)	107,610,098 (85.1%)
ATII public shareholders	23,000,000 (15.4%)	0 (0.0%)
PIPE investors	15,600,000 (10.4%)	15,600,000 (12.3%)
Initial shareholders	3,290,000 (2.2%)	3,290,000 (2.6%)
Total	149,500,098	126,500,098

Votes and the Nasdaq condition

Ordinary resolutions, including the business combination, need a simple majority of votes cast. The domestication merger and organizational documents need two-thirds. The sponsor, insiders and BTIG together hold 6,590,000 ATII shares, about 22.27% of 29,590,000 outstanding. If every outstanding share votes, the proxy calculates that about 8,205,001 public shares, roughly 35.67% of the public float, would also need to vote in favor to carry the ordinary resolutions. The record date was September 1.

Nasdaq listing of the new common stock is a closing condition, and the proxy warns that ATII may not have Nasdaq’s confirmation of the listing by the time of the meeting. The proposed symbols are “NANO” for common stock and “NANOW” for warrants.

Board, equity plan and fully diluted count

Shareholders will also elect seven directors to a staggered board, approve the issuance of up to 266,840,010 shares and approve a 2026 Equity Plan with 14,950,010 shares reserved. On a fully diluted basis with no redemptions, the proxy counts 293,810,000 total shares, of which Forge Nano stockholders hold 210,000,000 (71.5%) including earn-out shares.

What to watch

Redemption elections on October 14 will show how much of the trust remains. The October 16 vote follows two days later.