Archimedes Tech Spac Partners II Co

1. 1

   The Business Combination Proposal

   ManagementBoard: FOR

   Approve the Merger Agreement and the transactions under which ATII will domesticate into Pubco, merge with Forge Nano, and complete the related second merger, making Forge Nano a wholly owned subsidiary of Pubco.

   More detail

   The proposal asks shareholders to approve the April 20, 2026 Merger Agreement and the integrated transactions contemplated by it. First, ATII would merge into its Delaware subsidiary, Pubco, with Pubco surviving and being renamed Forge Nano Holdings, Inc. Next, Merger Sub I would merge into Forge Nano, leaving Forge Nano as a wholly owned Pubco subsidiary. Immediately afterward, that surviving corporation would merge into Merger Sub II, which would remain as the surviving wholly owned entity. Approval is necessary because the Business Combination is the central transaction for which ATII was formed and because the other condition precedent proposals are cross-conditioned with it. The transaction provides Forge Nano with public-company access and contemplated capital through the trust account, PIPE financings, and related issuances, although redemptions could substantially reduce cash available. The structure also includes substantial dilution, earn-out shares, warrants, sponsor interests, and a planned equity incentive plan. The ATII Board considered Forge Nano’s technology, market opportunities, growth prospects, strategic partnerships, intellectual property, and transaction risks, including early-stage losses and execution risk. The Board concluded that the transaction is fair and in shareholders’ best interests and unanimously recommends a vote FOR.

2. 2

   The Domestication Merger Proposal

   ManagementBoard: FOR

   Approve the merger of ATII into Pubco to redomicile the company from the Cayman Islands to Delaware, adopt the proposed Delaware organizational documents, and rename Pubco Forge Nano Holdings, Inc.

   More detail

   The proposal asks shareholders to approve ATII’s statutory domestication from a Cayman Islands exempted company into a Delaware corporation through a merger with Pubco. It also authorizes filing the Cayman Plan of Merger and Delaware certificate of merger needed to make the domestication effective. Upon completion, Pubco would adopt the proposed Delaware certificate of incorporation and bylaws. The company would be renamed Forge Nano Holdings, Inc., aligning its legal identity with the operating business. Existing ATII ordinary shares would convert into Pubco common stock, while outstanding warrants would convert into Pubco warrants under the applicable warrant agreement. Management seeks approval because Pubco is expected to operate principally in the United States and Delaware offers a familiar, flexible, and extensively developed corporate-law framework. The Board cites Delaware’s established governance principles and the perceived ability to attract and retain qualified directors. The change also alters shareholder rights, including forum selection, amendment thresholds, director removal, and written-consent provisions, which are addressed in related organizational proposals. Because this is a Special Resolution and a cross-conditioned proposal, approval requires at least two-thirds of votes cast and is necessary for the Business Combination to proceed. The Board unanimously recommends a vote FOR.

3. 3

   The Director Election Proposal

   ManagementBoard: FOR

   Elect seven nominees to serve on Pubco’s classified board following the Business Combination.

4. 4

   The Stock Issuance Proposal

   ManagementBoard: FOR

   Approve issuance of Pubco common stock and related securities exceeding Nasdaq’s 20% thresholds in connection with the domestication, Forge Nano merger consideration, earn-out, PIPE financings, and equity plan.

   More detail

   The proposal requests approval for up to 266,840,010 shares of Pubco common stock and related securities. The authorization covers shares issued to ATII holders in the domestication, shares issued as Forge Nano merger consideration, earn-out shares, PIPE shares, and shares reserved under the 2026 Equity Plan. Management is seeking approval principally to satisfy Nasdaq Listing Rules 5635(a), 5635(b), and 5635(d). Those rules can require shareholder approval when an acquisition-related issuance exceeds 20% of pre-transaction shares or voting power, may create a change in control, or involves discounted issuance terms. The transaction’s contemplated issuances exceed the relevant thresholds and Forge Nano stockholders will hold a controlling majority after closing. The proposal therefore functions as a regulatory and listing-condition approval rather than an independent financing authorization. It also makes the potential dilution from earn-outs, warrants, PIPE securities, and equity awards explicit. The PIPE includes 10,000,000 subscribed shares for the initial investor and 2,300,000 additional shares for other investors, while sponsor transfers add to the economic effect. The Board recommends FOR because approval is necessary to implement the Business Combination and preserve the intended Nasdaq listing.

5. 5

   The Organizational Documents Proposal

   ManagementBoard: FOR

   Approve and adopt Pubco’s proposed Delaware certificate of incorporation and bylaws, including governance changes that will take effect upon domestication.

   More detail

   The proposal asks shareholders to replace ATII’s Cayman Islands memorandum and articles with Pubco’s proposed Delaware certificate of incorporation and bylaws. The documents would become effective at the domestication effective time and would govern the combined company after closing. They provide for 500,000,000 authorized common shares and 5,000,000 authorized preferred shares. The documents also establish a classified board, supermajority amendment and director-removal provisions, exclusive forums, restrictions on written consent, and other public-company governance terms. Management seeks approval because the existing blank-check-company documents are not designed for an operating Delaware corporation after the Business Combination. The proposed documents also remove SPAC-specific provisions and establish perpetual corporate existence. Several material provisions are separately presented in advisory subproposals 6A through 6F, although the binding organizational-documents proposal incorporates them. Approval requires a Special Resolution and is cross-conditioned on the other condition precedent proposals. The Board believes the new documents are necessary to facilitate the transaction and provide an appropriate governance framework for Pubco. It unanimously recommends a vote FOR.

6. 6

   The Advisory Organizational Documents Proposals

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, six governance changes concerning authorized shares, exclusive forum, charter amendment thresholds, director removal, written consent, and additional post-SPAC changes.

   More detail

   This proposal contains six separate, non-binding advisory votes on material governance differences between ATII’s current charter and Pubco’s proposed organizational documents. Proposal 6A increases authorized capital to 500,000,000 common shares and 5,000,000 preferred shares, providing flexibility for future financings, acquisitions, and awards. Proposal 6B shifts certain stockholder litigation to Delaware and designates federal courts for Securities Act claims, aiming to reduce duplicative litigation and provide a predictable forum. Proposal 6C imposes a two-thirds voting threshold for amendments to major charter provisions, while preserving separate majority protection for adverse changes to common-stock rights. Proposal 6D permits director removal only for cause and with a two-thirds vote, strengthening board continuity. Proposal 6E prohibits stockholder action by written consent, requiring action at an annual or special meeting and potentially increasing advance-planning requirements. Proposal 6F makes Pubco’s existence perpetual and removes SPAC-specific provisions that no longer fit an operating public company. Although advisory and non-binding, these votes communicate shareholder views and correspond to provisions incorporated into the binding organizational-documents proposal. The Board recommends FOR each subproposal because it believes the changes are necessary or appropriate for Pubco after closing.

7. 7

   The Equity Incentive Plan Proposal

   ManagementBoard: FOR

   Approve and adopt the Forge Nano Holdings, Inc. 2026 Omnibus Incentive Compensation Plan, reserving shares for equity awards to employees, directors, officers, consultants, and advisors.

   More detail

   The proposal asks shareholders to approve and adopt the Forge Nano Holdings, Inc. 2026 Omnibus Incentive Compensation Plan. The plan would become effective at closing, and no awards are expected to be granted until after the Business Combination. It would reserve 14,950,010 shares in the no-redemption scenario or 12,650,010 shares in the maximum-redemption scenario, with annual evergreen increases of up to 5% of outstanding shares. Eligible participants include employees, officers, directors, consultants, and advisors selected by the Compensation Committee. Permitted awards include options, incentive stock options, stock appreciation rights, restricted shares, restricted stock units, cash awards, and other equity-based awards. The plan contains change-in-control provisions, clawback authority, minimum vesting rules, tax-withholding mechanisms, and a prohibition on repricing without shareholder approval. Management seeks approval to create an ownership culture, align employees and directors with public shareholders, and provide competitive recruitment and retention incentives. The plan is also part of the contemplated share issuance requiring Nasdaq approval. The Board unanimously recommends a vote FOR.

8. 8

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the extraordinary general meeting, if necessary, to permit additional proxy solicitation and voting when insufficient votes exist for one or more proposals.

   More detail

   The proposal asks shareholders to authorize adjournment of the extraordinary general meeting to a later date or dates. The stated purpose is to permit further solicitation and voting if the tabulated vote shows insufficient support for one or more proposals. The proposal is procedural and does not itself approve the Business Combination or alter the transaction terms. It may be presented first if the meeting lacks enough votes to approve the cross-conditioned proposals. Approval could give management additional time to contact shareholders and obtain proxies. Failure to approve could prevent the Board from adjourning the meeting for additional solicitation, potentially causing the Business Combination to fail even if further support might be available. The proposal is not cross-conditioned on the other proposals. It requires an Ordinary Resolution, with abstentions and broker non-votes generally having no effect beyond quorum purposes. The Board unanimously recommends a vote FOR.

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When is the Archimedes Tech Spac Partners II Co 2026 special meeting?

Archimedes Tech Spac Partners II Co (ATII) holds its 2026 special shareholder meeting on Friday, October 16, 2026.

What is the record date for the Archimedes Tech Spac Partners II Co 2026 meeting?

The record date for the Archimedes Tech Spac Partners II Co 2026 meeting is Tuesday, September 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Archimedes Tech Spac Partners II Co's 2026 meeting?

The board is presenting 7 director nominees at the Archimedes Tech Spac Partners II Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Archimedes Tech Spac Partners II Co 2026 meeting?

Shareholders will vote on 8 proposals at the Archimedes Tech Spac Partners II Co 2026 meeting, each tagged with who proposed it and the board's recommendation.