Archimedes Tech SPAC Partners II to Merge With Forge Nano in $1.2 Billion Stock Deal

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 DealAgreement type: Agreement and Plan of Merger (Business Combination and Reincorporation)Counterparty: Forge NanoSigned / Effective: Apr 20 2026 / Apr 20 2026Duration / Termination: Until closing or terminationReason: Take Forge Nano public and create Forge Nano HoldingsAgreement 2: Archimedes Sponsor Backs Deal, Earmarks Up To 3.3M Shares for FinancingAgreement type: Purchaser Support Agreement (voting, no-redemption, financing support)Counterparty: Archimedes Tech SPAC Sponsors IISigned / Effective: Apr 20 2026 / Apr 20 2026Duration / Termination: Until closing or terminationReason: Secure approvals and potential financing commitmentsAgreement 3: Archimedes and Forge Nano Holders Sign Lock-Up to Support Business CombinationAgreement type: Lock-Up AgreementCounterparty: Certain Forge Nano stockholdersSigned / Effective: Apr 20 2026 / Apr 20 2026Reason: Align key holders and limit share sales post-closeOriginal SEC Filing: Archimedes Tech SPAC Partners II Co. [ ATII ] - 8-K - Apr. 20, 2026DisclaimerThis 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.