Forge Nano Just Put Atomic-Layer Materials on the US Tape. The $199M Trust Walkout Resets the Math.

Every one of the eight proposals at Archimedes Tech SPAC Partners II's Oct 16 extraordinary meeting passed, including the domestication, the merger itself, the staggered board, the equity incentive plan, and the charter amendments. Of 29,590,000 ordinary shares entitled to vote, 16,530,280 were represented — a 55.9% turnout. The headline business-combination proposal drew 15,416,866 votes in favor against 1,113,414 against, a 93.3%–7.2% margin.

What cleared was the same deal Archimedes II signed on April 21, 2026: Forge Nano lists on NASDAQ as NANO (common) and NANOW (warrants), at a $1.2B pre-money equity valuation and a $1.278B pro forma enterprise value. Existing Forge Nano shareholders end up with roughly 71% of the combined company; Archimedes II's public shareholders and trust cash fill the balance. Up to 90 million additional shares — worth $900M at the $10.00 reference price — sit in an earnout tied to hitting $15, $20, or $25 share prices, or $400M, $600M, or $800M of trailing-twelve-month revenue, within five years.

That single redemption is the most important number in the entire deal. The pre-merger investor presentation modeled $237M of trust cash flowing to the balance sheet alongside $200M of PIPE commitments, producing $417M of net cash at closing. After redemptions, even with the PIPE upsized to $123M (raised from an initial $100M in July), the net cash position lands closer to $168M of new capital plus the $97M Series D already in the bank — roughly half the original bridge.

Forge Nano's technology — branded \"Atomic Armor\" — is the same ALD chemistry Lam Research, Tokyo Electron, Applied Materials, and ASM International sell into front-end fabs, retuned for two adjacent markets. The first is the chip industry itself: Forge Nano has demonstrated high-speed, defect-free ALD coatings at a 1,000:1 aspect ratio, a profile the company claims runs roughly 10× faster than competing approaches. That matters most at the advanced-packaging layer, where 2.5-D and3-D memory stacks and high-bandwidth-memory interconnects need conformal coatings deep inside features that older tools can't reach without throughput penalties.

The second market is lithium-ion batteries — specifically the cathode, anode, and separator surfaces that determine cycle count, energy density, and thermal-runaway resistance. Forge Nano's pitch is that a sub-nanometer ALD skin acts as a \"nano-scale firewall,\" suppressing solid-electrolyte interphase growth and dendrite formation. The result, on company-disclosed testing, is meaningfully longer cycle life and tighter thermal stability for cells destined for defense, aerospace, and grid storage.

The National Defense Authorization Act battery-sourcing rules that take effect in 2028 require all new Department of War acquisition programs — and by 2029, standard batteries too — to use domestically-sourced lithium-ion components. That is the policy event Forge Nano is built around. Without a U.S.-based ALD-equipped cell manufacturer at scale, the mandate had no domestic supply to point at.

The company's Morrisville, North Carolina site answers that. The expansion takes an existing 100,000-square-foot operation to roughly 315,000 square feet and adds about 3 GWh of annual battery cell capacity — enough, on the company's own sizing, for 10–20 million drone batteries, 34,000 electric military vehicles, 6 million BB-2590 radio batteries, 900 6T-format tanks, or ~275 energy-storage containers per year. Production is scheduled to begin in 2028, the exact year the NDAA rules begin to bind. The U.S. Department of Energy has committed up to $100 million in non-dilutive funding; on a total budget above $300 million, that grant covers roughly a third of the build.

The redemption flow is the under-appreciated variable in this deal. ATII priced its $230M IPO in February 2025 at $10.00 per unit. As of April 9, 2026, the trust held $244M — interest accrual had already pushed the trust above the IPO raise. The Oct 12 redemption of $199M left approximately $45M, implying roughly 19.9M of the original 23M units (plus any post-IPO holders) walked away rather than roll into the new ticker. That is an 86% redemption rate among trust claimants.

The math that matters: at a $76M Phase 1 revenue base in 2027, the deal is priced at roughly 16.8× forward sales before earnout. Phase 2 base case — 40 ALD tools per year at $1.5M ASP plus 3 GWh of battery cells at $150/kWh — implies ~$460M of annual revenue, or about 2.8× forward sales at the $1.278B EV. The medium scenario (106 tools at $1.75M, 3 GWh at $175/kWh) takes that to ~$882M annually. None of this is delivered until 2028+; until then, the stock is a 2027-vintage call option on the 2028 production start.

Archimedes Tech SPAC Partners II is a clone of Archimedes Tech SPAC Partners Co., the vehicle that closed its merger with SoundHound AI in April 2022. Same chairman (Eric Ball, founding general partner of Impact Venture Capital), same CEO (Long Long). SoundHound came public at a roughly $2B implied valuation and trades today at a market cap in the multi-billion-dollar range — not a home run by recent SPAC standards, but a credible surviving listing.

The mechanics matter here. SPACs that redeem80%+ of trust cash typically de-list within 24 months. Archimedes II's 86% redemption rate is in that danger zone, but the structure differs: the PIPE was upsized by $23M during the marketing window to compensate for the trust shrinkage, and the Series D closed separately. Forge Nano's pre-vote communication included an SEC registration-statement effectiveness and antitrust clearance, both prerequisites for closing. The deal still needs the final closing filings, but the procedural gating is done.

Three risks sit on top of the file. First, the cash bridge: a $218M-ish net cash position against a $300M+ gigafactory budget leaves a meaningful funding gap before DOE milestones pay out. The Series D, PIPE, and DOE grant are committed but not all drawn. Second, customer concentration: Samsung SDI is both strategic investor and conditional offtake counterparty; if the conditional procurement slips beyond 2028, Phase 2 revenue slips with it. Third, competitive pressure from Amprius Technologies, which has been qualifying silicon-anode cells as NDAA-compliant since at least March 2026 and shipped more than 4.2 million cells to date. EnerSys, the incumbent defense-battery supplier, retains the installed-base advantage on BB-2590 and 6T formats that Forge Nano is targeting.