Congratulations to Forge Nano on their definitive agreement to merge with Archimedes Tech SPAC Partners II in a transaction valued at $1.2 billion
Updated: Sep 10
Archimedes Tech SPAC Partners II to Merge With Forge Nano in $1.2 Billion Stock Deal
Trading View — April 21, 2026 —
Archimedes Tech SPAC Partners II signed an Agreement and Plan of Merger to combine with Forge Nano in a stock transaction implying $1.2 billion of equity value for Closing Payment Shares at $10 per share, adjusted for assumed convertibles. The structure includes a Delaware reincorporation and a two-step merger, with up to 90 million earnout shares tied to stock price or revenue milestones over five years. To bolster deal certainty and funding, the Sponsor agreed to vote for the deal, forgo redemptions, and earmark up to 3.3 million shares to support potential financing. A lock-up with certain Forge Nano holders is intended to limit share transfers and support post-close stability. Closing remains subject to shareholder approvals, SEC effectiveness, HSR clearance and Nasdaq listing.
Agreement 1: Archimedes Tech SPAC Partners II to Merge With Forge Nano in $1.2 Billion Stock Deal
Agreement type: Agreement and Plan of Merger (Business Combination and Reincorporation)
Counterparty: Forge Nano
Signed / Effective: Apr 20 2026 / Apr 20 2026
Duration / Termination: Until closing or termination
Reason: Take Forge Nano public and create Forge Nano Holdings
Agreement 2: Archimedes Sponsor Backs Deal, Earmarks Up To 3.3M Shares for Financing
Agreement type: Purchaser Support Agreement (voting, no-redemption, financing support)
Counterparty: Archimedes Tech SPAC Sponsors II
Signed / Effective: Apr 20 2026 / Apr 20 2026
Duration / Termination: Until closing or termination
Reason: Secure approvals and potential financing commitments
Agreement 3: Archimedes and Forge Nano Holders Sign Lock-Up to Support Business Combination
Agreement type: Lock-Up Agreement
Counterparty: Certain Forge Nano stockholders
Signed / Effective: Apr 20 2026 / Apr 20 2026
Reason: Align key holders and limit share sales post-close
Original SEC Filing: Archimedes Tech SPAC Partners II Co. [ ATII ] - 8-K - Apr. 20, 2026
Disclaimer
This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.
