Business Context and Reporting Period
This Form 8-K Current Report, dated April 21, 2026, is filed by Archimedes Tech SPAC Partners II Co. (ATII), a Cayman Islands exempted company. The report discloses the entry into a definitive Agreement and Plan of Merger on April 20, 2026, between ATII, its subsidiaries, and Forge Nano, Inc., a Delaware corporation. ATII is an emerging growth company with securities (Units, Ordinary Shares, and Warrants) trading on The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either ATII or Forge Nano. This report serves as a disclosure of a material event (the merger agreement) rather than a financial performance statement. Investors are directed to ATII's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for historical financial data.
Material Changes
- Merger Agreement: ATII and Forge Nano, Inc. entered into a binding Agreement and Plan of Merger on April 20, 2026.
- Transaction Structure: The transaction involves ATII Holdings Inc., ATII Merger Sub Inc., and ATII Merger Sub II, LLC as wholly-owned subsidiaries of ATII.
- Regulatory Disclosure: The filing is made under Item 7.01 (Regulation FD Disclosure) to announce the previously announced merger.
Guidance, Outlook, Risks, and Contingencies
Outlook and Forward-Looking Statements: The filing contains extensive forward-looking statements regarding the proposed business combination, future financial performance, and strategy. Management disclaims any duty to update these statements and notes that actual results may differ materially due to various risks.
Key Risks and Contingencies:
- Transaction Completion: Risks include failure to obtain shareholder approval from ATII and Forge Nano, or failure to meet other closing conditions.
- Redemptions: Uncertainty regarding the amount of redemption requests made by ATII's public shareholders.
- Operational Risks: Forge Nano faces risks related to technology development, production facility construction, raw material availability, and competition.
- Legal and Regulatory: Potential legal proceedings, changes in laws, and the ability to implement public company controls post-merger.
- Financial Risks: Costs associated with the combination and the ability to manage growth profitably.
Next Steps: ATII and Forge Nano intend to file a Registration Statement on Form S-4, which will include a proxy statement/prospectus for shareholder voting. Investors are urged to wait for these documents before making voting decisions.
Investor Verification Checklist
- Verify the terms of the Merger Agreement in the upcoming Form S-4 Registration Statement.
- Review ATII's Form 10-K (filed March 4, 2026) for the most recent audited financial position.
- Monitor the level of shareholder redemption requests, which could impact the combined company's cash position.
- Assess Forge Nano's technology readiness and production capabilities as detailed in future filings.
- Confirm the timeline for shareholder votes and regulatory approvals.