Archimedes Tech SPAC Partners II Co. (ATII) has amended its previously announced subscription agreement with an accredited investor. The amendment, dated October 13, 2026, modifies the terms of a private placement intended to occur substantially concurrently with the closing of a proposed business combination with Forge Nano, Inc.
Under the original agreement, the investor agreed to purchase 10,000,000 shares of Pubco common stock at $10.00 per share, along with warrants to purchase an aggregate of 15,000,000 shares at the same exercise price, for a total purchase price of $100,000,000.
The Amended and Restated Subscription Agreement changes the composition of the shares issued to the investor. Instead of 10,000,000 fully paid shares, 7,031,175 shares will be issued in the form of pre-funded warrants. These pre-funded warrants allow the holder to purchase an equal number of Pubco common shares at an exercise price of $0.0001 per share. The remaining 2,968,825 shares will still be issued as common stock.
The pre-funded warrants are exercisable on or after their issuance date and have no expiration. They may be exercised on a "net-issuance" basis and are subject to a beneficial ownership limitation, which prevents the holder from exercising the warrants if doing so would cause them to own more than 4.9%, 9.9%, or 19.9% of the outstanding Pubco common stock, subject to adjustment.
In other matters, ATII and the Sponsor, with the consent of BTIG, LLC, waived transfer restrictions applicable to 3,000,000 ordinary shares of ATII to be transferred to the investor under a Purchaser Support Agreement.
The transaction is part of the proposed business combination between ATII and Forge Nano, which is subject to shareholder approval at an extraordinary general meeting scheduled for October 16, 2026.
