Archimedes Tech SPAC Partners II files amended S-4 for Forge Nano merger

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Key Highlights

Archimedes Tech SPAC Partners II Co. filed an amended Form S-4 with the SEC on July 24, 2026, to facilitate its proposed merger with Forge Nano, Inc. The filing includes a preliminary proxy statement/prospectus for shareholder review. Forge Nano specializes in Atomic Layer Deposition technology for AI chips and defense batteries. The SPAC raised $230 million in its February 2025 IPO.

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Archimedes Tech SPAC Partners II Co. (NASDAQ: ATII) has advanced its proposed business combination with Forge Nano, Inc., by filing an amendment to its registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) on July 24, 2026. The filing, which includes a preliminary proxy statement/prospectus, marks a procedural step toward seeking shareholder approval for the merger, though the registration statement has not yet been declared effective by the regulator.

The transaction involves ATII Holdings Inc., a wholly-owned subsidiary of Archimedes Tech SPAC Partners II Co. referred to as "Pubco" in the filing, and Forge Nano. The Registration Statement (File No.: 333-295563) was jointly filed by Pubco and Forge Nano and is available for public review on the SEC’s website. Shareholders of ATII will receive the registration statement after the SEC declares it effective, at which point they will be asked to vote on the proposed business combination at an extraordinary general meeting.

Forge Nano is a U.S.-based semiconductor equipment and advanced materials company that pioneers Atomic Layer Deposition (ALD) technology. The firm utilizes its Atomic Armorâ„¢ platform to create nano-scale coatings for AI-era chip manufacturing and defense battery applications. According to the company, this scalable coating system strengthens critical systems at the atomic level, allowing partners to unlock peak performance in high-stakes technological environments.

Archimedes Tech SPAC Partners II Co. is a Cayman Islands exempted company led by Chairman Eric R. Ball and CEO Long Long. The SPAC completed its $230 million initial public offering in February 2025. Its units, ordinary shares, and warrants trade on the NASDAQ under the ticker symbols ATIIU, ATII, and ATIIW, respectively. The management team previously executed a successful merger with SoundHound AI, Inc. through their prior vehicle, Archimedes Tech SPAC Partners Co., which closed in April 2022.

Regulatory Disclosures and Risks

The filing contains standard regulatory warnings regarding forward-looking statements. Archimedes Tech SPAC Partners II Co., Pubco, and Forge Nano caution that statements regarding the ability to consummate the business combination, future financial performance, and operational strategy are subject to numerous risks. These include potential delays in obtaining shareholder approval, legal proceedings, competition, and challenges in developing new technologies.

Investors are urged to read the Registration Statement and any other documents filed with the SEC before making voting decisions. The documents detail the interests of participants in the solicitation, which may differ from those of general shareholders. No offer or solicitation of securities is being made except through a prospectus meeting the requirements of Section 10 of the Securities Act.

Entity Role Ticker / CIK
Archimedes Tech SPAC Partners II Co. SPAC Sponsor NASDAQ: ATII
ATII Holdings Inc. Wholly-owned Subsidiary (Pubco) CIK 0002101833
Forge Nano, Inc. Target Company CIK 0001719324

What the Numbers Show

While no financial metrics for the combined entity were disclosed in this specific filing, the structure of the deal highlights the strategic alignment between capital markets and advanced semiconductor manufacturing. Archimedes Tech SPAC Partners II Co. raised $230 million in its February 2025 IPO, providing a substantial capital base for the proposed acquisition. The focus on Forge Nano’s Atomic Armor™ technology suggests a market emphasis on supply chain resilience and next-generation chip infrastructure, particularly for AI and defense sectors where performance and durability are critical differentiators.

Disclaimer: This article is AI-generated using data from ViewTrade. ScanX is not liable for any inaccuracies.

How might the SEC's review process for the S-4 filing impact the timeline for shareholder approval, and are there specific regulatory hurdles related to semiconductor exports that could delay effectiveness?

Given Forge Nano's focus on AI-era chip manufacturing and defense applications, how will the combined entity leverage the $230 million capital base to accelerate commercial adoption of its Atomic Armorâ„¢ technology against established competitors?

Considering Archimedes Tech SPAC Partners' prior success with SoundHound AI, what operational synergies or governance structures from that merger will be replicated to ensure Forge Nano's post-merger performance?

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Archimedes II files S-4 amendment for proposed Forge Nano merger

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Reviewed by
Riya DScanX News Team
Key Highlights

Archimedes Tech SPAC Partners II Co. filed an amendment to its Form S-4 registration statement on June 22, 2026, to facilitate its proposed merger with Forge Nano. The filing includes a preliminary proxy statement and remains ineffective. The transaction involves ATII's wholly-owned subsidiary, Pubco, and targets Forge Nano, a specialist in atomic-scale coating systems for semiconductor and defense applications.

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*this image is generated using AI for illustrative purposes only.

Archimedes Tech SPAC Partners II Co. (ATII) filed an amendment to its registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) on June 22, 2026, regarding its proposed business combination with Forge Nano. The filing includes a preliminary proxy statement and has not yet been declared effective. This step advances the merger between the special purpose acquisition company and the semiconductor equipment and advanced materials company.

The Registration Statement was filed by ATII Holdings Inc., a wholly-owned subsidiary of ATII referred to as Pubco, and Forge Nano. The document is available on the SEC's website. The proposed business combination targets Forge Nano, a U.S.-based company pioneering Atomic Layer Deposition (ALD) technology for AI-era chip manufacturing and defense battery applications through its Atomic Armorâ„¢ platform.

Archimedes II completed its $230 million initial public offering in February 2025. The company is led by Chairman Eric R. Ball and CEO Long Long. Its units, ordinary shares, and warrants trade on the NASDAQ under the ticker symbols "ATIIU," "ATII" and "ATIIW," respectively. The team's prior SPAC, Archimedes Tech SPAC Partners Co., successfully closed its merger with SoundHound AI, Inc. in April 2022.

Key Details of the Filing

Aspect Detail
Filing Date June 22, 2026
Form S-4 Amendment
File Number 333-295563
Status Not yet declared effective
Filing Entities ATII Holdings Inc., Forge Nano

Investors and security holders are urged to read the Registration Statement and other relevant documents filed with the SEC before making any voting decisions. The documents will be mailed to ATII's shareholders in connection with the extraordinary general meeting to approve the proposed business combination. Participants in the solicitation include ATII, Pubco, Forge Nano, and their respective directors and executive officers.

Disclaimer: This article is AI-generated using data from ViewTrade. ScanX is not liable for any inaccuracies.

What is the anticipated timeline for the SEC to declare the S-4 registration statement effective?

How will Forge Nano's Atomic Armorâ„¢ technology specifically address the current bottlenecks in AI-era chip manufacturing?

What are the expected synergies between Archimedes II's management team and Forge Nano's technical operations post-merger?

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