Archimedes Tech SPAC Partners II Co DEFA14A, filed Oct 13, 2026

Archimedes Tech SPAC Partners II Co. (ATII)

Archimedes Tech SPAC Partners II Co. and an investor amended their April 20, 2026 subscription agreement on October 13, 2026 so that 7,031,175 of the 10,000,000 subscribed shares at $10.00 per share will instead be issued as pre-funded warrants exercisable at $0.0001 per share. AI summary

DEFA14A 2026-10-13

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Added on October 17, 2026

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Commission file number	Exact Name of Registrant as Specified in its Charter, State or other Jurisdiction of Incorporation, Address of Principal Executive Offices, Zip Code, and Registrant's Telephone Number, Including Area Code	IRS Employer Identification No.

001-42514	Archimedes Tech SPAC Partners II Co. (a Cayman Islands exempted company limited by shares) 2093 Philadelphia Pike #1968 Claymont, DE 19703 (725) 312-2430	N/A
333-295563	ATII Holdings Inc. (a Delaware corporation) 2093 Philadelphia Pike #1968 Claymont, DE 19703 (725) 312-2430	41-2980280
333-295563-01	Forge Nano, Inc. (a Delaware corporation) 12300 Grant St. #110 Thornton, Colorado 80241 (720) 259-8579	45-2393850

x	Written communications pursuant to Rule 425 under the Securities Act

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Archimedes Tech SPAC Partners II Co.	Units, each consisting of one Ordinary Share, par value $0.0001 per share, and one-half of one redeemable Warrant	ATIIU	The Nasdaq Stock Market LLC
Archimedes Tech SPAC Partners II Co.	Ordinary Shares	ATII	The Nasdaq Stock Market LLC
Archimedes Tech SPAC Partners II Co.	Warrants	ATIIW	The Nasdaq Stock Market LLC

Exhibit No.		Description
4.1		Form of Warrant Certificate
4.2		Form of Pre-Funded Warrant Certificate
10.1		Form of Amended and Restated Subscription Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	ARCHIMEDES TECH SPAC PARTNERS II CO.

	By:	/s/ Long Long
	Name:	Long Long
	Title:	Chief Executive Officer

	ATII HOLDINGS INC.

	By:	/s/ Long Long
	Name:	Long Long
	Title:	Chief Executive Officer

	FORGE NANO, INC.

	By:	/s/ Michael Kleinberg
	Name:	Michael Kleinberg
	Title:	Chief Financial Officer

	(X) =	the number of Warrant Shares to be issued to the Holder on a net-issuance basis;

	(A) =	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3) executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (ii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

	(B) =	the Exercise Price of this Warrant, as adjusted hereunder, minus the Par Value; and

	(C) =	the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than on a net-issuance basis.

	(A) =	is the aggregate number of shares of Common Stock issued and outstanding immediately before such subdivision, consolidation, reclassification or such change, as the case may be; and

	(B) =	is the aggregate number of shares of Common Stock issued and outstanding immediately after such subdivision, consolidation, reclassification or such change, as the case may be.

	EP₀	is the Exercise Price in effect immediately prior to the close of business on the Record Date for the issuance of such Purchase Rights;

	EP₁	is the Exercise Price in effect immediately after the close of business on the Record Date for the issuance of such Purchase Rights;

	OS₀	is the aggregate number of shares of Common Stock issued and outstanding immediately prior to the close of business on the Record Date for the issuance of such Purchase Rights;

	X	is the aggregate number of shares of Common Stock deliverable pursuant to such Purchase Rights; and

	Y	is the number of shares of Common Stock equal to (i) the aggregate price payable to exercise such Purchase Rights, divided by (ii) the VWAP for the Common Stock for the twenty Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such Purchase Rights.

	(A) =	is the VWAP of one Warrant Share on the Ex-Date in respect of such Distribution; and

	(B) =	is the portion of the Fair Market Value of the Distribution attributable to one Warrant Share, with such portion being determined by dividing the Fair Market Value of the Distribution by the number of shares of Common Stock entitled to receive the Distribution).

(a)	in the case of a cash Distribution, the amount of such cash Distribution;

(b)	in the case of a Distribution of Securities (including shares of Common Stock), Spin-Off Securities, options, warrants or other rights or assets that are publicly traded on a Relevant Stock Exchange, the arithmetic mean of the daily VWAP of such Securities; and

(c)	in the case of Securities, Spin-Off Securities, options, warrants or other rights or assets that are not publicly traded on a Relevant Stock Exchange, an amount equal to the fair market value of such Securities, Spin-Off Securities, options, warrants or other rights or assets as determined in good faith by the Board of Directors of the Company, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per share of Common Stock, the dividend yield of a share of Common Stock, the volatility of such market price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or other rights or assets, and including as to the expiration date and exercise price or the like (if any) thereof.

(i)	in the case of an issuance by the Company of new shares of Common Stock (in each case other than upon exercise of rights of conversion into, or exercise or exchange for, or the right to otherwise acquire, any shares of Common Stock issuable pursuant to Options and Convertible Securities), the aggregate amount of the gross proceeds received by the Issuer in respect of such Dilutive Issuance;

(ii)	in the case of an issuance of Options and Convertible Securities, the aggregate amount of consideration received or receivable by the Company determined in accordance with Section 3(d)(i)(1).

(a)	in respect of the Common Stock, the Trading Market or, if at the relevant time the Common Stock is not at that time listed or traded on the Trading Market, the principal stock exchange or securities market on which the Common Stock then listed, quoted, traded or dealt in; and

(b)	In respect of any Securities (other than Common Stock), Spin-Off Securities, options, warrants or other rights or assets, the principal stock exchange or securities market on which such Securities, Spin-Off Securities, options, warrants or other rights or assets are then listed, quoted, traded or dealt in.

¨	in lawful money of the United States; or

¨	if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the exercise on a net-issuance basis procedure set forth in subsection 2(c).

1.	Name of Beneficial Owner to receive Warrant Shares:

2.	Address of Beneficial Owner to receive Warrant Shares:

3.	Number of Warrant Shares to be issued:

4.	Beneficial Owner’s Tax ID Number:

5.	Contact Name and Tel No/email address:

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:


Signature Guarantee


Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Warrant Shares are to be issued other than to and in the name of the registered holder.

Name:
		(Please Print)

Address:
		(Please Print)

Phone Number:

Email Address:

Dated:	_____________ ______, _______

Holder’s Signature:

Holder’s Address:

(a)	in the case of a cash Distribution, the amount of such cash Distribution;

(b)	the case of a Distribution of Securities (including shares of Common Stock), Spin-Off Securities, options, warrants or other rights or assets that are publicly traded on a Relevant Stock Exchange, the arithmetic mean of the daily VWAP of such Securities; and

(c)	in the case of Securities, Spin-Off Securities, options, warrants or other rights or assets that are not publicly traded on a Relevant Stock Exchange, an amount equal to the fair market value of such Securities, Spin-Off Securities, options, warrants or other rights or assets as determined in good faith by the Board of Directors of the Company, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per share of Common Stock, the dividend yield of a share of Common Stock, the volatility of such market price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options, warrants or other rights or assets, and including as to the expiration date and exercise price or the like (if any) thereof.

Name of Investor:			State/Country of Formation or Domicile

By:
Name:
Title:

Name in which Securities are to be registered (if different):			Date:
Investor’s EIN:
Business Address-Street:			Mailing Address-Street (if different):
City, State, Zip:			City, State, Zip:
Attn:			Attn:
Telephone No.:			Telephone No.:
Facsimile No.:			Facsimile No.:
Email: