Business Context and Reporting Period
This Form 8-K is a current report filed by Archimedes Tech SPAC Partners II Co. (ATII) on July 14, 2026. The filing discloses the execution of subscription agreements for a private placement of equity securities (PIPE Financing) in connection with a previously announced proposed business combination with Forge Nano, Inc. (Forge Nano). ATII is a Cayman Islands exempted company and an emerging growth company.
Key Financial Metrics
The filing does not provide historical revenue, profit, cash flow, or margin data for ATII or Forge Nano. The primary financial metric disclosed relates to the proposed capital raise:
- PIPE Financing Size: Approximately $23,000,000 in gross proceeds.
- Shares Issued: 2,300,000 shares of Pubco Common Stock.
- Purchase Price: $10.00 per share.
- Debt and Liquidity: The filing does not provide specific figures for existing debt or liquidity positions.
Material Changes
The material change reported is the formalization of the PIPE Financing on July 14, 2026, following the initial Merger Agreement announced on April 20, 2026. This financing is a critical component of the proposed business combination, intended to provide capital to the combined entity upon closing.
Guidance, Outlook, and Risks
Outlook and Conditions:
- The PIPE Financing is contingent upon the substantially concurrent closing of the proposed business combination.
- Pubco has agreed to file a registration statement (Form S-3 or S-1) within 30 days of the closing to register the resale of the PIPE shares.
- A price protection provision exists: If Pubco issues shares on more favorable terms within 12 months of closing (excluding certain exempt issuances up to $60,000,000), the PIPE Financing terms must be adjusted to match.
- Closing Conditions: The transaction is subject to shareholder approvals, regulatory filings, and the accuracy of representations and warranties.
- Redemption Risk: The filing highlights the risk of significant redemption requests by ATII's public shareholders, which could impact the combined company's liquidity.
- Operational Risks: Risks include Forge Nano's ability to develop technology, manage growth, secure raw materials, and meet customer specifications.
- Forward-Looking Statements: Management cautions that actual results may differ materially from projections due to market conditions, competition, and legal proceedings.
Investor Verification Checklist
- Verify the final terms of the Merger Agreement and the Subscription Agreements (Exhibit 99.2) filed with the SEC.
- Review the Registration Statement on Form S-4 for detailed risk factors and the proxy statement/prospectus before voting.
- Monitor the status of the Form S-3 or S-1 registration statement for the resale of PIPE shares post-closing.
- Assess the potential impact of public shareholder redemptions on the combined company's post-merger cash position.
- Confirm the identities of the PIPE Investors and their commitment levels as disclosed in the press release (Exhibit 99.1).