Forge Nano, Inc. ("Forge Nano"), a leading U.S. based semiconductor equipment and advanced materials company pioneering Atomic Layer Deposition ("ALD") technology for artificial intelligence ("AI")-era chip manufacturing and defense battery applications, and Archimedes Tech SPAC Partners II Co. ("Archimedes II"), a publicly traded special purpose acquisition company, announced today that they have entered into a definitive business combination agreement ("Transaction") that would result in Forge Nano becoming a publicly listed company. Upon closing of the Transaction, the combined company will operate as Forge Nano, Inc. and its common stock and warrants are expected to trade on NASDAQ under the new ticker symbol "NANO" and "NANOW" respectively. The Company will continue to be led by Forge Nano's existing management team, which brings deep technological and manufacturing experience.
The Transaction values Forge Nano at approximately $1.2 billion on a pre-money, pre-merger basis.The Transaction also includes $100 million in new capital committed in a private placement of common stock and warrants (the "PIPE"). Archimedes II currently holds approximately $242 million in cash in trust (subject to redemption). Assuming no redemptions, the Transaction would result in a total equity value of approximately $1.595 billion.
The Transaction comes on the heels of Forge Nano's Series D funding round with $82.2 million funded and committed to date.
Company and Announcement Highlights
Vertically Integrated Advanced Manufacturing Platform
With fourteen years of technology development and over a decade of commercial sales, Forge Nano develops and produces high-performance materials and devices using its proprietary Atomic Armor™ ALD nanocoating platform technology. The company manufactures both ALD nanocoating equipment and lithium-ion batteries in the U.S., using a predominantly domestic supply chain to serve critical industries including energy, defense and high-performance manufacturing.
Atomic-Level Performance Across Industries
Forge Nano's Atomic Armor™ platform technology applies ultra-thin, conformal coatings at the atomic level to produce more robust batteries for defense applications, mitigate AI chip yield production loss and improve new high growth verticals all while integrating into existing manufacturing processes.
Strategic Market Position
Forge Nano operates at the intersection of semiconductor equipment and lithium-ion batteries, targeting an estimated $359 billion+ total addressable market by 2034 and leveraging a growing pipeline of current and potential customers.
Backed by Strategic Investors and U.S. Government
Strategic investors include Volkswagen, Air Liquide, Hanwha Aerospace, GM Ventures and LG Technology Ventures, with additional validation through a $100 million U.S. Department of Energy grant.
Use of Funds
Capital is expected to be used to scale U.S. manufacturing of semiconductor tools and lithium-ion batteries and to support expansion into high-growth markets such as pharmaceuticals, data centers and quantum computing.
Management Comments
"Over the past decade, we have built a differentiated platform and established commercial traction across semiconductor and energy storage markets," said Paul Lichty, Co-Founder and Chief Executive Officer of Forge Nano. "Domestic manufacturing of critical technologies is increasingly important to energy security and technology leadership, and our Atomic Armor™ platform is designed to improve performance and durability at the material level across applications ranging from lithium-ion batteries to advanced semiconductors. This transaction is expected to provide Forge Nano with the capital and market visibility to accelerate the next phase of our growth as we expand U.S. manufacturing of our nanocoating systems and lithium-ion batteries, deepen our role in the domestic battery supply chain and continue scaling the platform across additional industries."
Long Long, Chief Executive Officer at Archimedes II, added, "Forge Nano has developed a unique manufacturing technology with real commercial applications in two of the most important industrial markets today: semiconductors and energy storage. The Company combines a large patent portfolio, strategic industry partners and a growing domestic manufacturing footprint. We believe Forge Nano is well positioned to scale its platform and look forward to supporting the team as they enter the public markets."
Transaction Overview
The business combination values Forge Nano at a pre-money, pre-merger equity of $1.2 billion. Additionally, the agreement includes a non-transferable earnout entitling holders to potential additional payments of up to $900 million in shares of the combined company tied to three specific trading price and revenue milestones. In addition to the $82.5 million in Series D financing, the Transaction could provide up to $342 million gross proceeds to Forge Nano, including:
- $242 million of cash held in the Archimedes II trust account as of April 9, 2026 (assuming no redemptions);
- $100 million in capital committed by a leading fundamental institutional investor (assuming that the investor does not use any of this amount to instead buy SPAC shares in open market transactions).
Proceeds from the Transaction are expected to:
- Expand the production capacity of both semiconductor tools and battery cells;
- Accelerate Forge Nano's technology and product roadmap;
- Expand into new verticals such as pharmaceuticals, data centers and quantum computing; and
- Scale customer adoption and establish new ecosystem partnerships.
The boards of directors of Forge Nano and Archimedes II have each unanimously approved the proposed business combination and the Transaction is expected to close in the second half of 2026, subject to the approval of Archimedes II shareholders and other customary closing conditions, including the effectiveness of the registration statement on Form S-4 to be filed by an affiliate of Archimedes II and Forge Nano with the U.S. Securities and Exchange Commission (the "SEC"), the receipt of required regulatory approvals and approval by NASDAQ to list the securities of the combined company.