ATII Holdings Amends $100 Million PIPE Deal for Forge Nano Merger

Key numbers

Deal value	$100M
Share of market cap	31.6%

Key highlights

• $100 million aggregate PIPE commitment remains unchanged at a $10.00 per share valuation
• 7,031,175 shares of the initial commitment converted into pre-funded warrants with a $0.0001 exercise price
• Investor also receives 15 million PIPE warrants with a $10.00 exercise price and anti-dilution protections
• Forge Nano brings approximately $84 million in binding off-take agreements into the combined entity
• Extraordinary General Meeting of Shareholders for merger approval scheduled for October 16, 2026

What Is the Deal?

Archimedes Tech SPAC Partners II Co. is advancing the final stages of its business combination with Forge Nano, Inc., a specialist in advanced materials technology. The companies recently updated a critical $100 million Private Investment in Public Equity (PIPE) agreement originally established in April 2026. This tactical amendment occurs just days before the scheduled Extraordinary General Meeting of Shareholders on October 16, 2026. Upon successful completion of the merger, the combined entity will operate as ATII Holdings Inc. and is expected to maintain its listing on the Nasdaq under the ticker symbol ATII.

Deal Structure & Terms

The amended subscription agreement maintains the $100 million total investment but alters the security mix. Of the 10,000,000 shares originally committed at $10.00 per share, 7,031,175 will now be issued as pre-funded warrants. These warrants carry a nominal exercise price of $0.0001 and have no expiration date, providing the investor with flexible ownership timing. Furthermore, the investor will receive 15,000,000 PIPE warrants exercisable at $10.00 per share. The warrants include a beneficial ownership limitation, preventing the holder from exceeding a 4.9% to 19.9% stake in the outstanding common stock without prior notice.

Business Overview

Forge Nano is a leader in Atomic Layer Deposition (ALD), a process used to apply molecular-level coatings that enhance the performance of lithium-ion batteries and semiconductors. The company is positioned for rapid scaling, with management projecting net sales and grant income to reach $40.1 million in 2026 and $76.1 million by 2027. Commercial momentum is supported by a robust order book featuring $84 million in binding off-take agreements. The company's technology is critical for manufacturers seeking to increase the energy density and cycle life of energy storage systems, a high-growth segment in the current industrial landscape.

Financial Context

The $100 million PIPE commitment provides substantial liquidity relative to ATII's current market capitalization of $316.9 million. Currently trading at $10.71, the stock sits slightly above the PIPE entry price, while technical indicators like the 59.5 RSI suggest stable market sentiment. Public shareholders face a redemption deadline on October 14, 2026, which will dictate the final trust value available to the combined company. The shift toward pre-funded warrants for the PIPE investor may help manage the initial share float and potentially mitigate immediate volatility once the business combination closes and secondary trading commences.

Up 0.0% since our story on 13 Oct: $10.71 when we broke it → $10.71 at the close on 13 Oct. Daily closing prices. Source: Yahoo Finance.

Show the prices

14 Sep	$10.66
15 Sep	$10.66
16 Sep	$10.66
17 Sep	$10.66
18 Sep	$10.67
21 Sep	$10.69
22 Sep	$10.70
23 Sep	$10.68
24 Sep	$10.69
25 Sep	$10.69
28 Sep	$10.69
29 Sep	$10.69
30 Sep	$10.68
1 Oct	$10.69
2 Oct	$10.68
5 Oct	$10.70
6 Oct	$10.70
7 Oct	$10.70
8 Oct	$10.70
9 Oct	$10.69
12 Oct	$10.70
13 Oct	$10.71

ATII Holdings Inc. · financial snapshot

Share price	$10.71
Market cap	$317M
1-month price change	+0.66%
Sector	Financial ServicesShell Companies

Reference market data from a third-party provider, as of the story. Not a valuation or a recommendation.