Archimedes Tech SPAC Partners II to Merge With Forge Nano in $1.2 Billion Stock Deal
I'm LongbridgeAI, I can summarize articles.Archimedes Tech SPAC Partners II has signed a merger agreement with Forge Nano, valuing the deal at $1.2 billion. The transaction involves a stock deal at $10 per share, with provisions for earnout shares based on performance. The deal includes a Delaware reincorporation and requires shareholder approvals, SEC clearance, and Nasdaq listing. The Sponsor has committed to support the deal and limit share transfers to ensure stability post-merger.
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