{"url_path":"/sec/atii/8-k/2026-06-25/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2028516/0001104659-26-077835-index.html","accession_number":"0001104659-26-077835","cik":"0002028516","ticker":"ATII","issuer_name":"Archimedes Tech SPAC Partners II Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028516/0001104659-26-077835-index.html","primary_entity_key":"0002028516","primary_entity_name":"Archimedes Tech SPAC Partners II Co."},"word_count":1640,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nOn June 25, 2026, Forge Nano, Inc.,\na Delaware corporation (“*Forge Nano*”), issued a press release announcing its strategic partnership with Samsung SDI\nto enable U.S. production of advanced battery cells.\n\n \n\nA copy of the press release is attached hereto\nas Exhibit 99.1 and is incorporated herein by reference.\n\n \n\n**Important Information and Where to Find It**\n\n \n\nAdditional information about the proposed business combination, including\na copy of the related Agreement and Plan of Merger (the “*Merger Agreement*”), dated April 20, 2026, by and among\nArchimedes Tech SPAC Partners II Co. (“*ATII*”), ATII Holdings Inc., a Delaware corporation and a wholly-owned subsidiary\nof ATII (“*Pubco*”), ATII Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of ATII, ATII Merger\nSub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of ATII, and Forge Nano (the “*proposed business\ncombination*”), has been filed by ATII in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission\n(the “*SEC*”). In connection with the proposed business combination, Pubco and Forge Nano have filed documents with the\nSEC, including a registration statement on Form S-4 (as may be amended from time to time, the “*Registration Statement*”),\nwhich includes a proxy statement/prospectus of ATII, relating to the proposed business combination. After the SEC declares the Registration\nStatement effective, the Registration Statement will be mailed to ATII’s shareholders in connection with the proposed business combination.\nThis Current Report on Form 8-K is not a substitute for the proxy statement/prospectus contained in the Registration Statement or\nany other document that may be filed by Pubco with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE\nURGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS\nCOMBINATION OR INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS\nCOMBINATION. Any vote in respect of resolutions to be proposed at ATII’s extraordinary general meeting to approve the proposed business\ncombination or other responses in relation to the related proposed transactions should be made only on the basis of the information contained\nin the Registration Statement. Investors and security holders may obtain free copies of these documents (as they become available) and\nother related documents filed with the SEC at the SEC’s website at www.sec.gov or by directing a request to: Archimedes Tech SPAC\nPartners II Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703.\n\n \n\n**Participants in The Solicitation**\n\n \n\nEach of ATII, Pubco, Forge Nano and their respective directors, executive\nofficers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation\nof proxies from shareholders of ATII in favor of the proposed business combination. Information about ATII’s directors and officers\nis set forth in ATII’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report\non Form 10-K”), which was filed with the SEC on March 4, 2026, and ATII’s other filings with the SEC. Additional\ninformation concerning the interests of ATII’s participants in the solicitation, which may, in some cases, be different than those\nof ATII’s shareholders generally, are set forth in the Registration Statement relating to the proposed business combination. These\ndocuments are available free of charge at the SEC’s web site at www.sec.gov.\n\n \n\n**No Offer Or Solicitation**\n\n \n\nThis Current Report on Form 8-K is for information purposes only\nand is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to\npurchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in\nany jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities\nin any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the\nrequirements of Section 10 of the Securities Act of 1933, as amended.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K includes forward-looking information\nabout, among other topics, the proposed business combination. All statements, other than statements of present or historical fact, included\nin this Current Report on Form 8-K regarding the proposed business combination, ATII’s, Pubco’s and Forge Nano’s\nability to consummate the proposed business combination, the benefits of the proposed business combination and the combined company’s\nfuture financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated\nrevenues and losses, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this\nCurrent Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,”\n“anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such\nterms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain\nsuch identifying words. These forward-looking statements are based on the current expectations and assumptions of ATII’s, Pubco’s\nand Forge Nano’s management about future events and are based on currently available information as to the outcome and timing of\nfuture events. Except as otherwise required by applicable law, ATII, Pubco and Forge Nano disclaim any duty to update any forward-looking\nstatements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date\nof this Current Report on Form 8-K.\n\n \n\nATII, Pubco and Forge Nano caution you that these forward-looking statements\nare subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of ATII,\nPubco or Forge Nano. Risks and uncertainties include, among other things: (i) risks related to the occurrence of any event, change\nor other circumstances that could delay the proposed business combination or give rise to the termination of the agreements related thereto;\n(ii) risks related to the outcome of any legal proceedings that may be instituted against ATII, Pubco or Forge Nano following announcement\nof the transactions; (iii) risks related to the inability to complete the proposed business combination due to the failure to obtain\napproval of the shareholders of ATII, Pubco and Forge Nano, or other conditions to closing in the Merger Agreement; (iv) the risk\nthat the proposed business combination disrupts ATII’s, Pubco’s or Forge Nano’s current plans and operations as a result\nof the announcement of the transactions; (v) risks related to Forge Nano’s ability to realize the anticipated benefits of the\nproposed business combination, which may be affected by, among other things, competition and the ability of Forge Nano to grow and manage\ngrowth profitably following the proposed business combination; (vi) risks related to costs related to the proposed business combination;\n(vii) risks related to changes in applicable laws or regulations; (viii) risks related to Forge Nano’s ability to successfully\ndevelop and deploy new technologies to address the needs of its customers; (ix) risks related to the effects of competition on Forge\nNano’s business, financial condition and results of operations; (x) risks related to the availability and cost of the raw materials\nnecessary for the production of Forge Nano’s products; (xi) risks related to Forge Nano’s ability to meet the specifications\nand requirements of its customers or adequately provide them with effective support and services; (xii) risks related to delays in\nthe construction and operation of production facilities; (xiii) risks related to intellectual property infringement, data protection,\nand other losses; (xiv) risks related to the amount of redemption requests made by ATII’s public shareholders; (xv) risks\nrelated to the combined company’s ability to operate effectively as a public company, including its ability to implement controls\nand procedures required for public companies following the business combination; (xvi) risks related to changes in domestic and foreign\nbusiness, market, financial, political and legal conditions; (xvii) risks related to the possibility that ATII, Pubco or Forge Nano\nmay be adversely affected by other economic, business, and/or competitive factors; and (xviii) other risks discussed in ATII’s\nAnnual Report on Form 10-K and that are presented in the Registration Statement. There may be additional risks that ATII, Pubco or\nForge Nano presently do not know or that ATII, Pubco or Forge Nano currently believe are immaterial that could also cause actual results\nto differ from those contained in the forward-looking statements. Should one or more of the risks or uncertainties described in this Current\nReport on Form 8-K, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those\nexpressed or implied in any forward-looking statements. Additional information concerning these and other factors that may impact the\noperations and projections discussed herein can be found in ATII’s periodic filings with the SEC, including ATII’s Annual\nReport on Form 10-K and the Registration Statement. These SEC filings are available free of charge on the SEC’s website at\nwww.sec.gov.\n\n \n\n \n\n \n\n \n\nYou should carefully consider the foregoing factors and the other risks\nand uncertainties that affect the businesses of ATII, Pubco and Forge Nano described in the “Risk Factors” and “Forward-Looking\nStatements” sections of the Registration Statement and other documents filed or to be filed by any of them from time to time with\nthe SEC, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could\ncause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements\nspeak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and ATII, Pubco\nand Forge Nano assume no obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of\nnew information, future events, or otherwise, unless required by law. None of ATII, Pubco or Forge Nano gives any assurance that it will\nachieve its expectations."}