Archimedes Tech SPAC Partners II Amends S-4 Registration in Forge Nano Merger Process

Registration Statement Amendment Details and Filing Status

Archimedes Tech SPAC Partners II Co. disclosed that ATII Holdings Inc., its wholly-owned subsidiary serving as the public company entity, filed an amendment to the Form S-4 registration statement on July 24, 2026. The registration statement carries File No. 333-295563 and remains subject to amendment from time to time as the process progresses. The filing involves three key entities: ATII Holdings Inc. (CIK 0002101833), ATII Holdings' parent company Archimedes Tech SPAC Partners II Co., and Forge Nano, Inc. (CIK 0001719324). The registration statement incorporates a preliminary proxy statement of ATII and a prospectus of ATII Holdings and has not yet been declared effective by the SEC, meaning additional review and potential further amendments remain possible before the document reaches final status.

The preliminary nature of the current filing indicates that the merger process remains in its regulatory review phase. Once the SEC declares the registration statement effective, the documentation will be mailed to ATII shareholders in connection with the proposed business combination. The filing represents standard procedural progression for SPAC merger transactions and provides updated information to facilitate shareholder decision-making. All materials have been made available free of charge on the SEC's website at www.sec.gov for investors and security holders who wish to review the disclosed information.

Forge Nano's Market Position and Technology Platform

According to the disclosure, Forge Nano positions itself as a leading United States-based semiconductor equipment and advanced materials company specializing in Atomic Layer Deposition (ALD) technology for what the company describes as AI-era chip manufacturing and defense battery applications. The company has developed a proprietary platform technology called Atomic Armor™, which the filing describes as a scalable and adaptable nano-scale coating system. The company states that its Atomic Armor™ system is designed to strengthen what it characterizes as America's most critical systems at the atomic level, and that superior surface coatings produced through this process allow partners to unlock peak performance in their applications.

Forge Nano's technology focus reflects the growing importance of advanced materials and precision coating processes in semiconductor manufacturing and specialized defense applications. The company's positioning within the AI-era chip manufacturing sector aligns with broader industry trends toward more advanced and capable semiconductor production. The filing does not disclose specific revenue figures, customer contracts, production capacity, or detailed financial metrics for Forge Nano, nor does it provide quantitative information about the addressable market for its products and services.

Archimedes II Background and SPAC Structure

Archimedes Tech SPAC Partners II Co. is a Cayman Islands exempted company formed as a special purpose acquisition company for the purpose of effecting a merger with one or more businesses in the technology industry. The company is led by Chairman Eric R. Ball and CEO Long Long and comprises technology investors, corporate finance veterans, engineers, and SPAC specialists. The disclosure states that ATII completed its initial public offering in February 2025, raising $230 million in gross proceeds. Following the IPO, units, ordinary shares, and warrants trade on the NASDAQ under the ticker symbols ATIIU, ATII, and ATIIW, respectively, providing multiple avenues for investor participation in the entity.

The filing notes that the Archimedes team previously led another SPAC vehicle, Archimedes Tech SPAC Partners Co., which successfully completed its merger with SoundHound AI, Inc. in April 2022. This prior transaction demonstrates experience within the SPAC sponsor team in bringing technology companies through the merger process and into the public markets. The current Forge Nano transaction represents the second major acquisition target for the Archimedes SPAC platform, continuing the sponsor's stated strategy of identifying and merging with technology sector companies.

Shareholder Voting and Approval Requirements

The filing emphasizes that shareholders of ATII must base any voting decisions regarding the proposed business combination exclusively on information contained within the registration statement and any other documents filed or incorporated by reference with the SEC in connection with the transaction. The disclosure indicates that an extraordinary general meeting of ATII shareholders will be held to approve the proposed business combination, and that shareholder approval represents a material closing condition for the transaction. The filing presents this shareholder vote as a critical procedural requirement for completing the merger between ATII and Forge Nano.

Prior to making any voting determination, investors and security holders are urged by the companies to read the entire registration statement and all other documents filed in connection with the transaction. The filing warns that these documents contain important information about the proposed business combination necessary for informed decision-making. Additionally, the disclosure notes that directors, executive officers, and other members of management of both ATII and Forge Nano may be deemed participants in the solicitation of proxies from shareholders, and that their interests in the transaction may differ in some cases from the interests of shareholders generally. Information about ATII's directors and officers is contained in ATII's Annual Report on Form 10-K for fiscal year ended December 31, 2025, filed with the SEC on March 4, 2026.

Forward-Looking Statements and Risk Factors Disclosed

The filing contains extensive forward-looking statements regarding the proposed business combination, ATII's and Forge Nano's ability to consummate the transaction, anticipated benefits of the merger, and the combined company's future financial performance, strategy, operations, estimated financial position, and objectives of management. The companies identify these statements through use of words such as "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," and "project," and they caution that these statements are based on current expectations and assumptions of management regarding future events and currently available information about outcomes and timing of future events.

The disclosure emphasizes that the companies disclaim any duty to update forward-looking statements, all of which are expressly qualified by the risk factors presented in the filing. The companies caution investors that these statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ATII or Forge Nano. Specific risks enumerated include delays or termination of the business combination, legal proceedings following announcement of the transaction, failure to obtain shareholder approval, disruption to operations, inability to realize anticipated benefits, competition, changes in applicable laws or regulations, technology development and deployment challenges, raw material availability and costs, customer specification compliance, production facility delays, intellectual property concerns, and the potential for significant shareholder redemption requests.

Operational and Competitive Risk Considerations

Among the specific operational risks identified in the filing, Forge Nano faces challenges in successfully developing and deploying new technologies to address customer needs, managing the effects of competition on its business and financial condition, and ensuring adequate availability and cost-effective procurement of raw materials necessary for product production. The filing also notes risks related to the company's ability to meet customer specifications and requirements and provide effective support and services, as well as risks associated with delays in the construction and operation of production facilities. These operational factors represent typical challenges facing technology and manufacturing companies in capital-intensive industries.

The filing further identifies risks related to intellectual property infringement, data protection, and other potential losses that could affect Forge Nano's ability to operate effectively. Additionally, the companies note risks related to Forge Nano's ability to function as a public company following the business combination, including implementation of controls and procedures required under securities laws and regulations applicable to publicly traded companies. The cumulative effect of these risk factors suggests that successful execution of the merger and subsequent public company operations will depend on navigating multiple operational, regulatory, and competitive challenges.

Document Accessibility and Investor Resources

The companies confirm that all materials filed in connection with the proposed business combination are available free of charge on the SEC's website at www.sec.gov. Investors and security holders may also obtain copies of documents by directing requests to Archimedes Tech SPAC Partners II Co. at its registered address. The filing provides specific contact information for investor inquiries and emphasizes the importance of accessing and reviewing complete documentation before making any investment or voting decisions regarding the proposed transaction.

The disclosure confirms that the registration statement and all supporting materials comply with SEC requirements and contain comprehensive information necessary for shareholders to evaluate the business combination. Investors are directed to review not only the primary registration statement but also other documents filed or to be filed with the SEC, as these materials contain additional information relevant to the proposed transaction. The companies emphasize that investment and voting decisions should be made only on the basis of complete information contained in official regulatory filings and related documents.

No Offer or Solicitation and Regulatory Compliance

The filing contains explicit disclaimers stating that the disclosure communication is provided for information purposes only and does not constitute an offer, invitation, or solicitation to purchase, acquire, or dispose of any securities, nor does it constitute solicitation of any vote or approval in any jurisdiction. The companies emphasize that no offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933. This language reflects standard regulatory compliance in merger announcement communications and clarifies the limited nature of the disclosure for purposes of federal securities law.

The disclaimer further provides that no sale, issuance, or transfer of securities will occur in any jurisdiction in contravention of applicable law. This protective language protects the companies and their affiliates from potential claims related to improper offers of securities and underscores the formal nature of the merger process. The filing demonstrates awareness of and compliance with relevant federal securities laws and regulations governing SPAC transactions and merger communications to shareholders.

Merger Timeline and Next Steps for Stakeholders

Based on the filing's disclosure, the amendment to the Form S-4 registration statement represents a current procedural step in the merger approval process. The registration statement remains pending SEC effectiveness, meaning that additional time will elapse before the SEC declares it effective and materials are mailed to shareholders. Once effectiveness is achieved, ATII shareholders will receive the proxy statement and prospectus and will be called upon to vote at an extraordinary general meeting to approve the proposed business combination. The specific timing of SEC effectiveness and the shareholder meeting has not been disclosed in this filing.

Investors and stakeholders should monitor regulatory filings on www.sec.gov for updates regarding the registration statement's effectiveness status and announcement of the shareholder meeting date. The disclosure indicates that additional amendments to the registration statement may occur prior to effectiveness, and shareholders should ensure they review the most current version of all materials before voting. Material developments or changes affecting the transaction terms, timing, or conditions would typically be disclosed through amended filings or separate announcements to the market.